Common use of Third Party Claims Clause in Contracts

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.

Third Party Claims. The Purchaser shall give prompt written notice to Should any claim be made against Buyer or the Sellers of any pending or threatened claim or demand Company by a third person not a party that to this Agreement with respect to any matter to which the Purchaser has determined has given or could give rise to a right of indemnification hereunder indemnity set forth in Section 9(a) relates (each a “Third Third-Party Claim”), describing then Buyer shall promptly give the Stockholder written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Stockholder acknowledges to Buyer in reasonable detail the facts and circumstances with respect writing that such Third-Party Claim is subject to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for such representation or warranty. The Sellers 9(a), the Stockholder shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat its sole expense, to direct, through on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Buyer. In such defense or settlement of any Third Third-Party Claim Claim, Buyer shall cooperate with and assist the subject of indemnification hereunder Stockholder as is reasonable and may participate therein with its own counsel at its own sole expense, and Buyer’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholder. If the Sellers elect Stockholder does not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholder intends to assume undertake the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 9(a), or if after undertaking such defense the Purchaser for all its reasonable out-of-pocket expenses Stockholder fails to pursue such defense in connection therewith. If the Sellers shall fail to undertake any such defensea prudent manner, the Purchaser then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholder shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the Stockholder has given Buyer timely notice that the Stockholder will undertake the defense or settlement thereof, at of the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Third-Party Claim, the Purchaser and is defending such Third-Party Claim in good faith, Buyer shall not admit pay or settle any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If of the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserStockholder.

Third Party Claims. The Purchaser In the event SumTotal becomes aware of a third-party claim, action or proceeding that SumTotal reasonably believes may result in a demand against the Escrow Fund, SumTotal shall give prompt written notice promptly notify the Stockholder Representative of such claim, action or proceeding, and the Stockholder Representative shall be entitled, at its expense, to the Sellers participate in any defense of any pending or threatened such claim. If there is a third-party claim or demand by a third party that the Purchaser has determined has given or could that, if adversely determined, would give rise to a right of indemnification hereunder recovery for Losses hereunder, then any amounts incurred or accrued in defense of such third-party claim (each a “Third Party Claim”including reasonable counter-claims), describing regardless of the outcome of such claim, shall be deemed Losses hereunder and shall be subject to the limitations set forth in reasonable detail Section 2.10(b) of the facts and circumstances Pathlore Schedules with respect to Agreed Claims (it being understood that any amounts awarded in connection with any such counter-claims shall be first offset against any Losses subject to indemnification (and limits thereto) hereunder and incurred in connection with the subject matter underlying third-party claim). SumTotal shall have the right in its sole discretion to control the defense of all such claim or demandclaims and to settle all such claims; provided, however, that the failure to provide such notice SumTotal shall not release settle any third-party claims without the Sellers from any prior written consent of its obligations under Section 6 except to the Stockholder Representative, which consent will not be unreasonably withheld or delayed. To the extent the Purchaser is materially prejudiced by such failureStockholder Representative presents the Indemnified Party with a bona fide offer from the third-party claimant regarding a settlement for money damages in an amount which, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior taken together with all Losses relating to the expiration underlying third-party claims, is less than the value remaining in the Escrow Fund that is not already subject to existing claims pursuant to an Officer’s Certificate or Certificates, and which offer includes no material obligations or restrictions on SumTotal or its business other than the payment of money damages, then SumTotal may elect to (A) settle the third-party claims on the proposed terms and conditions of the applicable survival period specified proposed settlement in which case SumTotal shall recover the full amount of such settlement (and related Losses) from the Escrow Fund pursuant to Article VII without any objection from the Stockholder Representative, subject to the limitations on recovery provided in Section 6.1 7.2(i) with respect to Agreed Claims or (B) reject the settlement in which case SumTotal agrees and acknowledges that is shall thereafter be responsible for such representation or warrantyall Losses in excess of the proposed settlement offer (including litigation expenses incurred thereafter). The Sellers Indemnified Party shall have keep the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement Stockholder Representative informed of any Third Party Claim settlement proposals and the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of parties shall consult and cooperate with each other in good faith in connection with any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable outthird-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserparty claims.

Third Party Claims. The Purchaser shall give prompt written notice In the event Buyer becomes aware of a third-party claim which Buyer in good faith believes is reasonably likely to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder result in Indemnifiable Damages (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Buyer shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of and to settle or resolve any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser . Buyer shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at timely notify the Sellers’ expense. Whether or not the Sellers shall have assumed the defense Representative of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without and the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its sole option and expense, to participate in in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the written consent of the Sellers’ Representative, which consent shall be deemed to have been given unless the Sellers’ Representative shall have objected within thirty (30) Business Days after a written request for such consent is delivered to the Sellers’ Representative by Buyer, no settlement or assume resolution by Buyer of any claim that gives rise to a claim against the Indemnifying Parties shall be determinative of the existence of or reassume amount of Indemnifiable Damages relating to such matter. In the defense event that the Sellers’ Representative has consented to any such settlement or resolution, neither the Sellers’ Representative nor any Indemnifying Party shall have any power or authority to object under Section 9.6 or any other provision of this ARTICLE 9 to the amount of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement or resolution but only to the extent that the amount of any such claim by or proceeding at on behalf of any time by written notice Indemnified Person is equal to or less than the Purchaseramount consented to in any such settlement or resolution.

Third Party Claims. The Purchaser shall give prompt written notice If any claim by an Indemnified Buyer Entity relates to a claim against the Sellers of any pending or threatened claim or demand Indemnified Buyer Entity by a third party that party, the Purchaser has determined has given or could give rise Seller may elect at any time to negotiate a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter settlement of such claim or demand; providedto defend such claim at the Seller's own cost (subject to the last sentence of this Section 11.5.3(b)) and with its own counsel. The Seller's counsel must be satisfactory to the Indemnified Buyer Entity in its reasonable discretion. If, howeverwithin 30 days after an Indemnified Buyer Entity gives the Seller a Claim Notice relating to a third party claim, the Seller (i) advises the Indemnified Buyer Entity in writing that the failure Seller will not defend or settle such claim, or (ii) fails to provide make such notice shall not release an election in writing, the Sellers from any of its obligations Indemnified Buyer Entity may defend, settle, or pay the claim. Until the Seller makes an election under this Section 6 except to the extent the Purchaser is materially prejudiced by such failure11.5.3(b), it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration all of the applicable survival period specified Indemnified Buyer Entity's reasonable costs relating to such claim will be Damages to be indemnified by the Seller. Each party shall give the other party such assistance as may reasonably be requested to ensure the proper defense of such claim. If the Seller elects to defend such claim, the Indemnified Buyer Entity may at its own cost participate in Section 6.1 for such representation or warranty. The Sellers shall have defense with the right, but not the obligation, to direct, through counsel of its own choosing, which choice. Such counsel shall must be reasonably satisfactory to the PurchaserSeller in its reasonable discretion. Notwithstanding the above, the defense or settlement of any Third Party Claim Seller shall allow the subject of indemnification hereunder at its own expense. If the Sellers elect Indemnified Buyer Entity to assume part or all of such claim if the defense Indemnified Buyer Entity reasonably believes such assumption is necessary to assure that (i) it may enforce any Mortgage Loan or Servicing Rights, (ii) its method of any such Third Party Claimconducting its business is not materially impaired, (iii) its authority to Service or originate mortgage loans is not materially impaired, or (iv) its reputation, goodwill and/or financial condition are not materially impaired. Neither the Purchaser may participate in such defense, but in such case Seller nor the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access Indemnified Buyer Entity is authorized to its records and personnel relating to any such claim, assertion, event settle or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense dispose of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim claim of more than $5,000 without the Sellers’ prior other party's written consent consent, which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.

Third Party Claims. The In the event that Purchaser shall give prompt written notice to the Sellers becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has would result in Indemnifiable Damages under Section 9.2 if it were assumed that such claim was ultimately determined has given or could give rise to a right in favor of indemnification hereunder such third party (each a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third and to settle or resolve such Third-Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers. The Equityholders’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Representative shall have the right to participate receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not adversely affect any privilege relating to any Indemnified Person (and in such event, Purchaser shall cooperate in good faith with the settlement Equityholders’ Representative to provide such information to the Equityholders’ Representative in a manner that does not adversely affect such applicable privilege, including by entering into joint defense agreements or assume or reassume similar arrangements). However, Purchaser shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Purchaser in its sole discretion, the Equityholders’ Representative and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the Equityholders’ Representative has consented to the amount of any settlement or 70 resolution by Purchaser of any such claim (which consent shall not be unreasonably withheld, conditioned or proceeding at any time delayed and which consent shall be deemed to have been given unless the Equityholders’ Representative shall have objected within 30 days after a written request therefor by written notice Purchaser), or if the Equityholders’ Representative shall have been judicially determined to have unreasonably withheld, conditioned or delayed its consent to the Purchaseramount of any such settlement or resolution, neither the Equityholders’ Representative nor any Selling Securityholder shall have any power or authority to object under this Article IX to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary contained herein, the Equityholders’ Representative shall not be entitled to object to a claim for Indemnifiable Damages incurred by an Indemnified Person in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) of a Third-Party Claim on the basis that there has been no ultimate determination (including a judgment of a court or a finding of an arbitral body) with respect to such Third-Party Claim. Notwithstanding the foregoing, to the extent that this Section 9.8 conflicts with the provisions of Section 6.12(e) with respect to Tax Claims, Section 6.12(e) will apply to the conduct of Tax Claims.

Third Party Claims. The Purchaser shall give prompt written notice to Promptly after the Sellers assertion by any third party of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder against any Indemnitee (each a “Third Third-Party Claim”)) that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Purchaser Damages for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to Seller a written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandThird-Party Claim; provided, however, that no delay on the failure to provide such notice part of the Indemnitee in notifying Seller shall not release the Sellers from relieve Seller of any of its liability or obligations under Section 6 hereunder, except to the extent the Purchaser is materially that Seller has been prejudiced by thereby, and then only to such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyextent. The Sellers Seller shall have the right, but not the obligation, to direct, through counsel of exercisable in its own choosing, which counsel shall be reasonably satisfactory sole discretion by written notice to the Purchaser, Indemnitee within thirty (30) days of receipt of notice from the defense Indemnitee of the commencement of or settlement assertion of any Third Third-Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect Claim, to assume the defense and control the settlement of any such Third Third-Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Indemnitee shall have the right to participate in (but not control), at its own expense, the defense and settlement or assume or reassume of any Third-Party Claim. If Seller does not elect to undertake and conduct the defense of a Third-Party Claim, the Indemnitee shall undertake the defense of such claim Third-Party Claim. In the event Seller has assumed the defense of any Third-Party Claim, Seller shall not consent to a settlement of, or proceeding at the entry of any time by judgment arising from, any such Third-Party Claim without the Indemnitee’s prior written notice consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement or judgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent shall be required. The Indemnitee shall have the right to settle, or consent to the Purchaserentry of any judgment arising from, any Third-Party Claim for which Seller has not assumed the defense. Whether or not Seller elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. The Purchaser If Parent becomes aware of a third-party claim that Parent believes may result in a claim for indemnification in accordance with Section 7.1 by or on behalf of an Indemnified Person, Parent shall give prompt written notice to promptly notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Shareholders’ Representative of such third-party claim or demand; provided, however, that and provide the failure to provide such notice shall not release Shareholders’ Representative the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, opportunity to direct, through counsel of its own choosing, which counsel choosing (who shall be reasonably satisfactory acceptable to the PurchaserParent), at its own cost, the defense or settlement of such claim; provided, however, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in good faith that there is no reasonable likelihood that such claim will cause the Indemnified Persons to suffer Losses in excess of the amount held in the Cash Escrow Fund and the Stock Escrow Fund from time to time during the pendency of the claim, excluding any Third Party Claim amount subject to any other claim; and (c) the subject Shareholders’ Representative agrees in writing on behalf of indemnification hereunder at its own expenseall Indemnifying Shareholders that the Indemnifying Shareholders will be liable for any amounts paid in resolution or settlement of the claim regardless of the limitations set forth in ARTICLE 7 (the conditions set forth in clauses (a) through (c) are, collectively, the “Litigation Conditions”). If the Sellers elect Litigation Conditions are met and the Shareholders’ Representative elects to assume the defense of any such Third Party Claimclaim or proceeding, the Purchaser may Shareholders’ Representative shall allow the Indemnified Persons to participate in such defense, but in such case the expenses of the Purchaser Indemnified Persons shall be paid by the PurchaserIndemnified Persons. The Purchaser An Indemnified Person shall provide the Sellers Shareholders’ Representative and counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers Shareholders’ Representative in the defense or settlement thereof, and the Sellers Indemnified Persons shall reimburse the Purchaser be reimbursed for all its of their reasonable out-of-pocket expenses in connection therewith. If the Sellers Shareholders’ Representative elects to direct the defense of any such claim or proceeding, the Indemnified Persons shall fail not pay, or permit to undertake be paid, any part of any claim or demand arising from such asserted liability unless (i) the Shareholders’ Representative consents in writing to such payment, (ii) the Shareholders’ Representative withdraws from the defense of such asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Shareholders is entered against Indemnified Persons for such liability. If the Shareholders’ Representative fails to defend or if, after commencing or undertaking any such defense, the Purchaser Shareholders’ Representative fails to prosecute or withdraws from such defense, or if any of the Litigation Conditions cease to be met, Parent shall have the right to undertake the defense or settlement thereof, and retain counsel, reasonably satisfactory to the Shareholders’ Representative, at the SellersIndemnifying Shareholders’ expense. Whether or not ; provided, however, that the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which Indemnifying Shareholders shall not be unreasonably delayed required to pay the fees and expenses of more than one counsel for the Indemnified Persons in any single action, except to the extent that two or withheldmore such Indemnified Persons shall have conflicting interests in the outcome of such action and, without the consent of the Shareholders’ Representative in writing, no settlement of any such claim with third-party claimants shall be determinative of the amount of Losses relating to such matter (but in no event shall the amount of Losses exceed the aggregate of the actual cost incurred by the Indemnified Persons in defending such claim and the amount of such settlement). If the Purchaser assumes Shareholders’ Representative consents to any such settlement, neither the Shareholders’ Representative nor any Indemnifying Shareholder shall have any power or authority to object to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or suffered by the Indemnified Persons in connection with the defense of any such Third Party Claim pursuant third party claim, whether or not it is determined that there was a breach or inaccuracy of a representation or warranty or any other matter specified in Section 7.1 as a basis for indemnification under this Agreement, shall constitute Losses subject to this indemnities under Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser7.1.

Third Party Claims. The Purchaser shall give prompt written notice In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to the Sellers indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of any pending clauses (a) through (j) of Section 7.2 or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right clauses (a) through (e) of indemnification hereunder Section 7.3 (each such claim, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Acquiror shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of and to settle or resolve any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Sellers’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement thereofnegotiations with respect to the Third Party Claim. However, at except with the consent of the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party ClaimAgent, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably withheld, delayed or withheld. If conditioned, and which shall be deemed to have been given unless the Purchaser assumes Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the defense amount paid in the settlement or resolution of any such Third Party Claim claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to this Section 6.5 the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then binding on the Purchaser shall give Sellers’ Agent and the Sellers prompt written notice thereof for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the right Indemnity Escrow Shares or directly against such Sellers with respect to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice In the event that Parent becomes aware of a third-party suit, proceeding, claim, audit, review, arbitration or, to the Sellers Company’s knowledge, investigation of any pending nature which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Article VIII or threatened (b) if determined adversely to Parent or any other Indemnified Person, would provide a basis for a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of for indemnification hereunder under Article VIII (each such claim, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Parent shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a and to settle or resolve any such claim. The Shareholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the Purchaser shall not admit any liability with respect theretoconsent of the Shareholders’ Representative, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed withheld, conditioned or withheld. If delayed, the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate amount paid in the settlement or assume or reassume the defense resolution of any such claim or proceeding at any time by written notice to the Purchaser.third-party claimant shall not be determinative of the existence of or amount of Damages relating to such matter. In the event that the Shareholders’ Representative has consented (or deemed to have consented) to any such settlement or resolution, neither the Shareholders’ Representative nor the Indemnifying Persons shall have any power or authority to object under Section 8.06(b) or any other provision of this Article VIII to the amount of any claim for Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Escrow Fund or directly against such Indemnifying Persons for indemnity with respect to such settlement or resolution

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Parent becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder Third Party (each a “Third Third-Party Claim”)) that Parent in good faith believes may result in a claim for Damages by or on behalf of an Indemnified Person, describing Parent shall have the right in reasonable detail its sole discretion to conduct the facts defense of and circumstances to settle or resolve such Third-Party Claim and the costs and expenses incurred by Parent in connection with respect such defense, settlement or resolution (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which Parent shall be entitled to the subject matter of such seek indemnification pursuant to a claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantymade hereunder. The Sellers shall have the rightright to receive copies of all pleadings, but not the obligation, notices and communications with respect to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory such Third-Party Claim to the Purchaserextent that receipt of such documents does not affect any privilege relating to any Indemnified Person, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If to execution by the Sellers elect of Parent’s (and, if required, such Third Party’s) standard non-disclosure agreement to assume the extent that such materials contain confidential or propriety information. However, Parent shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third Third-Party Claim. Unless otherwise consented to in writing in advance by Parent in its sole discretion, the Purchaser Sellers and their Affiliates may not participate in any Third-Party Claim or any action related to such defenseThird- Party Claim (including any discussions or negotiations in connection with the settlement, but in adjustment or compromise thereof). In the event that the Sellers have consented to the amount of any settlement or resolution by Parent of any such case the expenses of the Purchaser claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access deemed to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not been given unless the Sellers shall have assumed the defense of objected within twenty (20) days after a Third Party Claim, the Purchaser shall not admit any liability with respect theretowritten request therefor by Parent), or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and if the Sellers shall have been determined to have unreasonably withheld, conditioned or delayed its consent to the right to participate in the amount of any such settlement or assume resolution, the Sellers and Indemnifying Party (a) shall not have any power or reassume the defense of such claim or proceeding at any time by written notice authority to object under this Article IX to the Purchaseramount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such Third-Party Claim.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event that Buyer becomes aware of any pending or threatened a third-party claim or demand by (including a third threat in writing of such), or is served with a third-party complaint, counterclaim or cross-claim in litigation (collectively, a “Third-Party Claim”) that Buyer reasonably believes may result in a claim for indemnification under this Agreement, Buyer shall promptly notify Seller in the relevant Claim Certificate (or amendment thereof) of such Third-Party Claim and (subject to any applicable confidentiality or privacy obligations or law) the identity of the person or party asserting such claim or demand; provided that the Purchaser failure to give prompt notice shall not affect the indemnification provided hereunder except if and to the extent Seller has been actually and materially prejudiced as a result of such failure. Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents does not affect any claim of privilege relating to any Indemnified Person, and subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. Seller, shall, at its sole expense, be entitled to participate in any defense of such Third-Party Claim; provided that Buyer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claims. Buyer shall be entitled to settle such Third-Party Claim without the consent of Seller; provided that any settlement of a Third-Party Claim without the consent of Seller shall not be determinative of any indemnification Claim that may be made hereunder resulting from such Third-Party Claim. Notwithstanding anything to the contrary contained herein, if there is a Third-Party claim that if adversely determined has given or could would give rise to a right of indemnification recovery for Indemnifiable Damages hereunder that is either, (each a) not otherwise subject to a “Third Party Claim”)settlement or other adjudication that is consented to in writing by Seller or (b) is not otherwise determined to constitute Indemnifiable Damages hereunder, describing then 50% of any amounts incurred by the Indemnified Persons in reasonable detail the facts and circumstances with respect to the subject matter defense of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Third-Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid deemed Indemnifiable Damages and shall be borne by the PurchaserIndemnifying Parties in accordance with this Article VIII and the remaining 50% of such amounts shall be borne by the Indemnified Persons. The Purchaser If there shall provide be any conflicts between the Sellers with reasonable access to its records provisions of this Section 9.6 and personnel Section 6.10(b) (relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defenseTax Contests), the Purchaser provisions of Section 6.10(b) shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasercontrol.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers of any pending or threatened claim or demand by a third party event that the Purchaser has determined has given or could give rise to becomes aware of a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such third-party claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent which the Purchaser is materially prejudiced by such failure, it being understood that notices for claims believes may result in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, claim against the Purchaser may participate in such defense, but in such case the expenses by or on behalf of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defensean Indemnified Person, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third Party Claim, and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without be included in the Sellers’ prior written consent Indemnifiable Damages for which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim may seek indemnification pursuant to this Section 6.5 and proposes to settle such a claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or assume or reassume the defense resolution of any such claim with any third-party claimant shall be determinative of the existence of or proceeding at amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any time by written notice such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the Purchaseramount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event that an Indemnified Party becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”)) that the Indemnified Party reasonably believes may result in a demand against the Escrow Amount or for other indemnification pursuant to this Article IX, describing in reasonable detail the facts and circumstances with respect to Indemnified Party shall promptly notify the subject matter Stockholder Representative of such claim or demandclaim; provided, however, provided that the failure to provide such notice so notify shall not release affect the Sellers right of the Indemnified Parties to seek indemnification from any of its obligations under Section 6 the Escrow Amount hereunder, except to the extent the Purchaser that any holder of Company Capital Stock is materially actually prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must thereby. The Stockholder Representative shall be delivered prior to the expiration entitled on behalf of the applicable survival period specified Indemnifying Parties to participate in, but not determine or conduct, the defense of the Third Party Claim at the Indemnifying Parties’ sole cost and expense, and shall be entitled to receive regular updates on any material developments and copies of all pleadings, notices and material communications with respect to such Third Party Claim. For avoidance of doubt, the right to participate shall mean a right to provide input on overall strategy and to receive periodic updates on status, but not a right to prior approval of filings or to participate in Section 6.1 for such representation or warrantyactual proceedings. The Sellers Parent shall have the right, but not the obligation, right to direct, through select counsel of its own choosing, which counsel shall be reasonably satisfactory acceptable to the Purchaser, Stockholder Representative and to conduct the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect of, and to assume the defense of settle, any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of Parent settles a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent of the Stockholder Representative (which consent shall not be unreasonably delayed conditioned, withheld or withheld. If delayed), then the Purchaser assumes costs and expenses of the defense settlement will not be deemed dispositive of any the validity or amount of such Loss; provided, further, that if Parent settles a Third Party Claim pursuant without the prior written consent of the Stockholder Representative (which consent shall not be unreasonably conditioned, withheld or delayed) and the Stockholder Representative shall not have objected within thirty (30) days after a written request for such consent by Parent, the entire costs and expenses of the settlement shall be deemed dispositive of the validity or amount of such Loss. In the event that the Stockholder Representative has consented to any such settlement, adjustment or compromise, the Indemnifying Parties or the consenting Indemnifying Parties, as applicable, shall have no power or authority to object under any provision of this Section 6.5 and proposes 9.5 to settle such claim the existence of the Losses or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense amount of such claim settlement, adjustment or proceeding at any time by written notice to the Purchasercompromise.

Third Party Claims. The In the event Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect becomes aware of a breach third-party claim which Purchaser believes may result in a claim for indemnification pursuant to this ARTICLE 9 by or on behalf of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the rightan Indemnified Person, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, and to settle or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of resolve any such Third Party Claim claim (and the costs and expenses incurred by Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Purchaser may seek indemnification pursuant to this Section 6.5 and proposes to settle such a claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers made hereunder). The Company Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Company Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Company Shareholder shall have objected within 15 days after a written request for such consent by Purchaser, no settlement or assume resolution by Purchaser of any claim that gives rise to a claim by or reassume on behalf of an Indemnified Person shall be determinative of the defense existence of or amount of Indemnifiable Damages relating to such claim matter. In the event that the Company Shareholder has consented to any such settlement or proceeding at resolution, the Company Shareholder shall not have any time by written notice power or authority to object under Section 9.5 or any other provision of this ARTICLE 9 to the Purchaseramount of any claim by or on behalf of any Indemnified Persons for indemnity with respect to and in accordance with such consented settlement or resolution.

Third Party Claims. The Purchaser In the event of a Third Party Claim, the Indemnitee shall give prompt written the Indemnitor notice after the Indemnitee receives notice of the third party's claim underlying the Third Party Claim and shall specify (if known) the factual basis for the underlying third party's claim and the amount or an estimate (if known or reasonably determinable) of the Damages that may arise therefrom. In each such case the Indemnitee agrees to give such notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandIndemnitor promptly; provided, however, that the failure of the Indemnitee to provide so give such notice shall not release excuse the Sellers from any of its obligations under Section 6 Indemnitor's obligation to indemnify except to the extent that the Purchaser is materially prejudiced Indemnitor has suffered actual damage or prejudice by reason of the Indemnitee's failure to give, or delay in giving, such failurenotice. After receipt of such notice from the Indemnitee, it being understood that notices for claims the Indemnitor shall acknowledge in writing its obligation to indemnify in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, but if the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to Indemnitor does not so acknowledge its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defenseobligation, the Purchaser Indemnitee shall have the right to undertake compromise or defend the defense or settlement thereofthird party's claim underlying the Third Party Claim at the expense and for the account of the Indemnitor. If the Indemnitor shall have so acknowledged its obligation to indemnify in respect of the Third Party Claim, the Indemnitor shall, at its expense, have the Sellers’ expense. Whether or not the Sellers shall have assumed right to control the defense of the underlying third party's claim with counsel of its choice reasonably satisfactory to the Indemnitee so long as the Indemnitor conducts the defense of the underlying third party's claim actively and diligently. If the Indemnitor exercises its right to control the defense of the third party's claim underlying a Third Party Claim, the Purchaser Indemnitee shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall also have the right to participate in the settlement or assume or reassume the such defense of such claim or proceeding at its own expense. At any time by written after notice of any Third Party Claim, the Indemnitor may request the Indemnitee to consent in writing to the Purchaserpayment or compromise of the underlying third party's claim, at the expense and for the account of the Indemnitor, which consent shall not be unreasonably withheld.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Buyer becomes aware of any pending or threatened a third-party claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”)) which Buyer reasonably believes may result in a claim for indemnification for Losses pursuant to this Article VIII and the Escrow Agreement, describing in reasonable detail the facts and circumstances with respect to the subject matter Buyer shall promptly notify Seller of such claim claim, and Seller shall be entitled, at its expense, to participate in, but not to determine or demandconduct, the defense of such claim. Buyer shall have the right in its sole discretion to conduct the defense of and to settle any such Third-Party Claim; provided, however, that except with the failure consent of Seller, no settlement of any such Third-Party Claim shall be determinative of the amount of Losses or the indemnification obligation of the Indemnifying Parties with respect to provide such notice Losses. In the event that Seller consents to any such settlement of a Third-Party Claim, no Indemnifying Party shall not release have any power or authority under this Article VIII or the Sellers from any of its obligations under Section 6 except Escrow Agreement to object to the extent amount of Buyer’s claim for Losses with respect thereto. EXHIBIT F TERAWAVE COMMUNICATIONS, INC. FORM OF SELLER OFFICERS’ CERTIFICATE October , 2007 Reference is hereby made to that certain Asset Purchase Agreement (the Purchaser is materially prejudiced “Asset Purchase Agreement”) made and entered into as of September 27, 2007 by such failureand between Terawave Communications, it being understood that notices for claims in respect of Inc., a breach of California corporation (“Terawave”) and Occam Networks, Inc., a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyDelaware corporation (“Occam”). The Sellers Any capitalized terms not defined herein shall have the rightmeanings ascribed to them in the Asset Purchase Agreement. Reference is also made to that certain Officer’s Certificate of Terawave dated October 11, but not 2007 where certified copies of a list of Terawave’s current, past and retired employees and a list of Terawave’s current and past contractors and consultants are attached. The October 11, 2007 Officer’s Certificate including the obligation, above-mentioned lists is hereby fully incorporated by reference as part of this Certificate. Pursuant to direct, through counsel Section 3.3(a)(x) of its own choosing, which counsel shall be reasonably satisfactory to the PurchaserAsset Purchase Agreement, the defense or settlement undersigned hereby certify, for and on behalf of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party ClaimTerawave, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.as follows:

Third Party Claims. The Purchaser In the event Acquiror becomes aware of a third- ------------------ party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall give prompt notify the Stockholders' Agent of such claim, and the Stockholders' Agent and the Company Stockholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim. Acquiror shall have the right in its sole discretion to settle any such claim. A copy of all written notice settlement offers made by any third party shall be forwarded to the Sellers Stockholders' Agent. In the event that the Stockholders' Agent has consented to any such settlement, the Stockholders' Agent shall have no power or authority to object under Section 8.7 or any other provision of this Article VIII to the amount of any pending or threatened claim or demand by a third party that Acquiror against the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances Escrow Fund for indemnity with respect to such settlement. In the subject matter event that the Stockholders' Agent has not consented to any such settlement, the amount of any claim by Acquiror against the Escrow Fund for indemnity with respect to such claim or demand; settlement shall be determined in accordance with Section 8.6, Section 8.7 and Section 8.8 of this Article VIII, provided, however, that the failure to provide such notice claim by Acquiror shall not release exceed the Sellers from any settlement amount with said third party plus unreimbursed defense fees and costs. In the event that the Stockholders' Agent advises Acquiror in writing to accept the third party's written settlement offer but Acquiror decides not to, then (if such offer required nothing of its obligations Acquiror other than the payment of money) Acquiror's claim for indemnification under Section 6 except this Article VIII shall be limited to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate amount stated in such defense, but in such case offer plus unreimbursed defense fees and costs incurred by Acquiror on or before the expenses of date the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserStockholders' Agent advised acceptance.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers If any Seller Indemnitee becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Seller Third Party Claim”)) that the Seller Indemnitee reasonably believes may result in a demand for indemnification pursuant to this Section 9, Seller Indemnitee shall notify the Purchaser in writing describing in reasonable detail the facts and circumstances with respect giving rise to the subject matter claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. If the Seller Third Party Claim may result in a claim against the Purchaser, Purchaser shall be entitled, at its expense, to participate in, but not to determine or demandconduct, the defense of such Seller Third Party Claim; provided, however, that the failure to provide Purchaser agree and consent, as a condition of such notice entitlement of participation, that the Seller Indemnitee’s legal counsel in the Seller Third Party Claim shall not release be precluded from representing the Sellers from any of its obligations under Section 6 except to the extent Seller Indemnitee as against the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect if the Purchaser disputes the fact or amount of Seller Indemnitee’s claim of a breach of a representation or warranty must be delivered prior Loss related to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantymatter. The Sellers Seller shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of any such Third Party Claimclaim. Seller shall have the right to settle any such claim (other than claims related to Assumed Liabilities, which shall only be settled with the written consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed) provided, that, if any claim is settled without the consent of the Purchaser, such settlement shall not be dispositive of the existence of an indemnifiable claim or the amount of Losses. If the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating has consented to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defensesettlement, the Purchaser shall have no power or authority to object to the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense amount of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Seller Third Party Claim without by the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserSeller.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Parent becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”)) which Parent in good faith believes will result in an Indemnification Claim pursuant to this Article VII, describing in reasonable detail Parent shall notify the facts Securityholder Representative of such Third Party Claim, and circumstances with respect the Securityholder Representative shall be entitled on behalf of the Indemnifying Parties, at their expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim. The failure to so notify the Securityholder Representative shall not relieve the Indemnifying Parties of any liability unless, and only to the subject matter extent, the Securityholder Representative demonstrates that the defense of such claim or demandaction is actually and materially prejudiced thereby. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any Third Party Claim; provided, however, that Parent shall seek the failure prior written consent of the Securityholder Representative with respect to provide such notice any settlement, which consent shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failurebe unreasonably withheld, it being understood that notices for claims in respect of a breach of a representation conditioned or warranty must be delivered prior to the expiration delayed. The written consent of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, Securityholder Representative with respect to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or any settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid deemed to have been given unless the Securityholder Representative shall have objected within ten (10) Business Days after a written request for such consent by Parent. Any such written consent by the PurchaserSecurityholder Representative shall represent the agreement of Securityholder Representative that the Losses incurred in connection therewith shall be indemnifiable hereunder and, for the avoidance of doubt, represents Loss Amounts. The Purchaser shall provide In the Sellers with reasonable access to its records and personnel relating event that the Securityholder Representative has consented to any such claim, assertion, event settlement (or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense event that written consent to settlement has been unreasonably withheld, conditioned or delayed), neither the Securityholder Representative nor the Indemnifying Parties shall have any power or authority to object under any provision of this Article VII to the amount of any Indemnification Claim by Parent against the Indemnifying Parties with respect to such settlement. If such written consent is not given (unless such consent was unreasonably withheld, conditioned or delayed, in which case the preceding sentence shall apply), Parent may agree to any such settlement thereofor compromise, and may deliver a Claim Notice therefor, and the Sellers resolution of the Indemnification Claim set forth therein (including whether and to what extent Parent or any other Indemnified Party is entitled to indemnification under this Agreement for such Indemnification Claim) shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant remain subject to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserArticle VII.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”)) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, describing Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve such Third-Party Claim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable detail attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the facts Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and circumstances with respect such costs and expenses shall constitute Indemnifiable Damages subject to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations indemnification under Section 6 except 9.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter subject to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims indemnity in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in accordance with Section 6.1 for such representation or warranty9.2). The Sellers shall have the rightright to have their own counsel, but not the obligationat their sole expense, to direct, through consult with Acquirer’s counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed regarding the defense of a Third Party Claim or settlement with respect to such Third Part Claim, the Purchaser shall not admit any liability and to receive copies of all pleadings, notices and communications with respect thereto, or settle, compromise or discharge to such Third Third-Party Claim without to the Sellers’ prior written extent that receipt of such documents does not affect any privilege relating to any Indemnified Person, subject to execution by the Sellers of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. However, Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Sellers and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the Sellers have consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent which shall not be unreasonably withheld, conditioned or delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant and which consent shall be deemed to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and have been given unless the Sellers shall have objected within twenty (20) days after a written request therefor by Acquirer), or if the right Sellers shall have been determined to participate in have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or assume resolution, the Sellers shall not have any power or reassume the defense of such claim or proceeding at any time by written notice authority to object under this Article IX to the Purchaseramount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. The Purchaser shall give prompt written notice In the event any Indemnified Party becomes aware of a third-party claim which such Indemnified Party intends to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder seek indemnity with respect thereto under this Article 9 (each a “Third Third-Party Claim”), describing in reasonable detail such Indemnified Party shall promptly notify the facts and circumstances with respect to the subject matter Responsible Party of such claim or demandclaim; provided, however, that the failure to provide such notice so notify a Responsible Party shall not release the Sellers from any relieve such Responsible Party of its obligations under Section 6 hereunder, except to the extent the Purchaser that such Responsible Party is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantythereby. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Indemnified Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake settle any Third-Party Claim with the written consent of the Responsible Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Responsible Party may, subject to the other provisions of this Section 9.12, direct the settlement negotiations for or in defense of such Third-Party Claim other than for or settlement thereofin defense of Third-Party Claims related to (i) the Company Intellectual Property Rights, (ii) disputes or disagreements with customers of the Offeror, Purchaser Parent Co. or the Company, (iii) disputes relating to Taxes where a greater portion of the Taxes in dispute would not be subject to indemnification by the Former Company Shareholders or (iv) Third-Party Claims by a Governmental Authority. In the event that the Responsible Party has consented to any such settlement, the Responsible Party Shareholders’ Agents shall not have any power or authority to objection under Section 9.7 or any other provision of this Agreement to the amount of any claims by the Indemnified Party for indemnity with respect to such settlement. If any Third-Party Claim is based on matters other than (i) the Company Intellectual Property Rights, (ii) disputes or disagreements with customers of the Offeror, Purchaser Parent Co. or the Company, (iii) disputes relating to Taxes where a greater portion of the Taxes in dispute would not be subject to indemnification by the Former Company Shareholders or (iv) Third-Party Claims by a Governmental Authority, then the Responsible Party may, at its option and upon written notice to the Sellers’ expense. Whether Indemnified Party within ninety (90) days of receiving notice from the Indemnified Party of such Third-Party Claim, contest or not defend any such action, Proceeding, claim, demand or assessment, through counsel selected by the Sellers Responsible Party who is reasonably acceptable to the Indemnified Party; provided, however, that if the Indemnified Party shall have assumed reasonably object to such control, then the Responsible Party and the Indemnified Party shall cooperate in the defense of such matter; provided, further, that the Responsible Party shall not, except with the prior written consent of the Indemnified Party, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect to such claim or consent to entry of any judgment, (ii) does not involve only the payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party or (iv) includes any admission of wrongdoing or misconduct by the Indemnified Party. With respect to any Third-Party Claim based on matters relating to the Company Intellectual Property Rights, Third-Party Claims made by customers of the Company, Purchaser Parent Co. or the Offeror or Third-Party Claims by a Third Party ClaimGovernment Authority, the Purchaser Indemnified Party shall have the option to defend any such Proceeding with counsel selected by the Indemnified Party who is reasonably satisfactory to the Responsible Party; provided, however, that the Offeror shall not admit any liability with respect thereto, thereto or settle, compromise compromise, pay or discharge such Third Party Claim the same without the Sellers’ prior written consent of the Shareholders’ Agents, which consent shall not be unreasonably delayed withheld or withhelddelayed. If the Purchaser assumes The Indemnified Party or Responsible Party, whichever is not controlling the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretomatter, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right be entitled to participate in the settlement or assume or reassume the such defense of with counsel selected by such claim or proceeding party, at any time by written notice to the Purchaserits sole expense.

Third Party Claims. The Purchaser If Mercury becomes aware of a third-party claim which Mercury believes may result in a claim by or on behalf of an Indemnified Person, Mercury shall give prompt written notice to promptly notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Stockholders Representative of such claim or demandthird-party claim, and provide the Stockholders Representative the opportunity to participate at its own cost in any defense of such claim. Mercury shall have the right in its sole discretion to settle any such claim; provided, however, that without the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration written consent of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the rightStockholders Representative, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or no settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses claim with third-party claimants shall be determinative of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel amount of Losses relating to any such claimmatter; and further provided, assertionhowever, event or proceeding during normal business hours and shall otherwise cooperate with that, except for amounts satisfied in full from the Sellers in the defense or settlement thereofEscrow Fund, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser no Indemnified Party shall have the right or authority to undertake the defense settle any such claim with third-party claimants if such settlement would subject any former holder of Systinet Capital Stock, vested but unexercised Systinet Options or settlement thereofSystinet Warrants (excluding any individual who is a then-current or former employee of Mercury or any of its Subsidiaries, at the Sellers’ expense. Whether but only in his or not the Sellers shall have assumed the defense her capacity as an employee) to any monetary or non-monetary relief or any criminal or quasi-criminal sanctions, penalties or fines or admit that any former holder of a Third Party ClaimSystinet Capital Stock, the Purchaser shall not admit vested but unexercised Systinet Options or Systinet Warrants has any liability with respect thereto, or settle, compromise or discharge responsibility for such Third Party Claim claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheldof such holder. If the Purchaser assumes Stockholders Representative consents to any such settlement referred to in the defense first proviso of the preceding sentence, neither the Stockholders Representative nor current or former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior to the Effective Time shall have any power or authority to object to the amount or validity of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim by or proceeding prior to a final judgment thereon or to forgo on behalf of any appeal Indemnified Person for indemnity with respect theretoto such settlement. Notwithstanding any other provision of this Agreement, then any Losses incurred or suffered by the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement Indemnified Persons, directly or assume or reassume the defense indirectly, as a result of such claim or proceeding at any time by written notice claim, shall constitute Losses subject to the Purchaserindemnities under Section 7.2.

Third Party Claims. The Purchaser In the event that Acquiror becomes aware of a third-party claim which Acquiror in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Party, Acquiror shall give prompt written notice have the right in its sole discretion to conduct the Sellers defense of and to settle or resolve any pending such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or threatened resolution (including reasonable attorneys’ fees (other than those of in-house legal counsel), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder; provided that no such costs, expenses or demand by a third fees shall be Indemnifiable Damages if the underlying third-party that the Purchaser has determined has given or could claim does not give rise to a right of indemnification hereunder (each a “Third Party Claim”Indemnifiable Damages), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Indemnifying Parties’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party and shall be entitled, at his expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability negotiations with respect theretoto the third-party claim. However, except with the consent of the Indemnifying Parties’ Agent in writing (and to the extent by which recourse is limited to Escrow Cash or settleEscrow Stock, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not to be unreasonably delayed withheld, conditioned or withheld. If the Purchaser assumes the defense delayed), no settlement or resolution of any such Third claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such claim. In the event that the Indemnifying Parties’ Agent has consented to any such settlement or resolution being determinative of the existence of or amount of Indemnifiable Damages relating to such claim, neither the Indemnifying Parties’ Agent nor the Company Indemnifying Parties shall have any power or authority to object under Section 8.7 or any other provision of this Article VIII to the amount of any claim by or on behalf of any Indemnified Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal against the Escrow Fund for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice to Following the Sellers of any pending or threatened claim or demand by a third party that receipt from the Purchaser has determined has given of an Indemnification Notice relating to any Action, audit, demand or could give rise to a right of indemnification hereunder assessment (each each, a “Third Party Claim”)) against the Purchaser, describing if the Seller acknowledges in reasonable detail writing its obligation to indemnify the facts Purchaser hereunder against any Losses that may result from such Third Party Claim, then the Seller shall be entitled to assume and circumstances with respect control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the subject matter Purchaser within five days of the receipt of such claim or demandnotice from the Purchaser; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the failure to provide such notice shall not release the Sellers from any judgment of its obligations under Section 6 except to the extent the Purchaser in its sole and absolute discretion for the same counsel to represent both the Purchaser and the Seller, then the Purchaser shall be entitled to retain its own counsel in each jurisdiction for which the Purchaser determines counsel is materially prejudiced by such failurerequired, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to at the expiration expense of the applicable survival period specified in Section 6.1 for Seller. In the event that the Seller exercises the right to undertake any such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of against any such Third Party Claim as provided above, the subject of indemnification hereunder Purchaser shall cooperate with the Seller in such defense and make available to the Seller, at its own the Seller’s expense, all witnesses, pertinent records, materials and information in the Purchaser’s possession or under the Purchaser’s control relating thereto as is reasonably required by the Seller. If Similarly, in the Sellers elect to assume event the Purchaser is, directly or indirectly, conducting the defense of against any such Third Party Claim, the Seller shall cooperate with the Purchaser may participate in such defensedefense and make available to the Purchaser, but at the Seller’s expense, all such witnesses, records, materials and information in such case the expenses of Seller’s possession or under the Purchaser shall be paid Seller’s control relating thereto as is reasonably required by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge No such Third Party Claim may be settled by the Seller without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.

Third Party Claims. The Purchaser shall give prompt written notice to Should any Third-Party Claim be made against the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances Stockholder with respect to any matter to which the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for 10(a) relates, then the Stockholder shall promptly give Buyer written notice of any such representation or warranty. The Sellers Third-Party Claim and Buyer shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat its sole expense, to direct, through on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Stockholder. The Stockholder agrees that Pxxxxxxxx Xxxxxxxxxx & Lxxx LLP is satisfactory. In such defense or settlement of any Third Party Claim claim, the subject of indemnification hereunder Stockholder shall cooperate with and assist Buyer to the maximum extent reasonably possible and may participate therein with its own counsel at its own expense, and the Stockholder’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed. Failure by the Stockholder to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by the Stockholder, except only to the extent that such failure by the Stockholder shall result in a material prejudice to Buyer. If Buyer does not notify the Sellers elect Stockholder within 10 days after receipt of the Stockholder’s written notice of a Third-Party Claim that Buyer intends to assume undertake the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Stockholder shall have the right to undertake contest, settle or compromise the defense claim and Buyer shall indemnify the Stockholder for the full amount of all Losses paid or settlement suffered by the Stockholder in respect thereof. Notwithstanding the foregoing, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of so long as Buyer is contesting any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoin good faith, then the Purchaser Stockholder shall give the Sellers prompt written notice thereof and the Sellers shall not have the right to participate in the settlement pay or assume or reassume the defense of settle any such claim or proceeding at any time by without the prior written notice to the Purchaserconsent of Buyer.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquirer shall promptly deliver a Claim Certificate in respect thereof; provided that no delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Securityholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third-Party Claim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 to the extent that it is determined pursuant to Sections 8.5 and 8.6 that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2), describing in reasonable detail ; provided that Acquirer shall request the facts and circumstances Securityholders’ Agent’s written consent prior to entering into any settlement agreement with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed) and in the subject matter of such claim or demand; provided, however, event that the failure Securityholders’ Agent does not consent to provide such notice settlement agreement in writing, any Indemnifiable Damages shall not release the Sellers from any of its obligations under Section 6 except be determined pursuant to Sections 8.5 and 8.6. Notwithstanding anything herein to the extent the Purchaser is materially prejudiced by such failurecontrary, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but Acquirer may not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any Third-Party Claim that is brought directly against any Securityholder, and such Third Party Claim, Securityholder shall maintain the Purchaser may participate in right to defend any such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaserclaims. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Securityholders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person, subject to execution by the Securityholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information; provided that in the event that any privilege would be affected, the parties shall use commercially reasonable efforts to enter into a joint defense or settlement thereofcommon privilege agreement, at and provide such copies of all pleadings, notices and communications not subject to the Sellersprivilege. The Securityholders’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Agent shall have the right to participate as an observer in any Third-Party Claim with counsel of its choice and at its own expense (on behalf of the settlement or assume or reassume Company Securityholders). However, Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. In the event that the Securityholders’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or proceeding at delayed), neither the Securityholders’ Agent nor any time by written notice Company Stockholder shall have any power or authority to object under this Article VIII to the Purchaseramount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary herein, (i) to the extent the provisions of Section 5.14(e) are inconsistent with this Section 8.8, the provisions of Section 5.14(e) shall govern any Third-Party Claim relating to Taxes and (ii) the Securityholders’ Agent shall not object to a claim for costs and expenses incurred by Acquirer in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) of a Third-Party Claim on the basis that there has been no ultimate determination (including a judgment of a court or a finding of an arbitral body) with respect to such Third-Party Claim to the extent Acquirer is otherwise entitled to indemnification for Indemnifiable Damages with respect to such Third-Party Claim hereunder.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”)) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Acquirer shall have the right, but not the obligationsubject to this Section 8.8, in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of any and to settle or resolve such Third Third-Party Claim (and the costs and expenses incurred by Acquirer in connection with defense, settlement, resolution or enforcement in connection with such Third-Party Claim (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2). Acquirer shall keep the Members’ Agent reasonably informed of all material developments relating to all Third-Party Claims, including by reasonably promptly providing the Members’ Agent with copies of all pleadings, notices and communications with respect to each such Third-Party Claim, in each case to the Purchaser may participate extent that the provision of such information or any portion thereof to the Members’ Agent would not, on the advice of counsel to Acquirer, result in the loss of any legal privilege for the benefit of any Indemnified Person with respect to such defenseinformation or portion thereof, but in such case the expenses of the Purchaser shall be paid subject to execution by the PurchaserMembers’ Agent of a non-disclosure agreement reasonably acceptable to Acquirer (and, if required, such third party) to the extent that such materials contain confidential or propriety information. The Purchaser shall provide Notwithstanding anything to the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers contrary in the defense or settlement thereofforegoing, and the Sellers Acquirer shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defensenot, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent of the Members’ Agent, enter into any settlement or compromise or consent to the entry of any judgment with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Members’ Agent shall have objected within 30 days after a written request therefor by Acquirer; it being understood and agreed that the Members’ Agent will be deemed to be reasonable in withholding consent if such settlement, compromise or withheldjudgment (A) involves a finding or admission of wrongdoing that results in liability of the Converting Holdings, (B) does not include a written release by the claimant or plaintiff of each Converting Holder from all liability in respect of such Third-Party Claim or (C) imposes equitable remedies, criminal liability or any obligation on any such Company Member other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder in accordance with and subject to the limitations set forth herein. If Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Purchaser assumes Members’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the defense settlement, adjustment or compromise thereof). In the event that the Members’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such Third Third-Party Claim pursuant Claim, or if the Members’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution of such Third-Party Claim, neither the Members’ Agent nor any Converting Holder shall have any power or authority to object under this Section 6.5 and proposes Article VIII to settle the amount of Indemnifiable Damages related to such claim as consented to or proceeding prior to a final judgment thereon any claim by or to forgo on behalf of any appeal Indemnified Person against the Escrow Fund or, if applicable, any Converting Holder for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser Promptly after the receipt by any party hereto of notice of any claim, action, suit or proceeding of any third party which is subject to indemnification hereunder, such party or parties (the "Indemnified Party") shall give prompt written notice of such claim (a "Notice of Claim") to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise obligated to a right of provide indemnification hereunder (each a “Third Party Claim”collectively, the "Indemnifying Party"), describing in reasonable detail stating the facts nature and circumstances with respect to the subject matter basis of such claim or demand; providedand the amount thereof, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyknown. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel Indemnifying Party shall be reasonably satisfactory entitled to the Purchaser, participate in the defense or settlement of any Third Party Claim such matter and the subject of indemnification hereunder at its own expense. If the Sellers elect parties agree to assume the defense of cooperate in any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for to give each other full access to all its reasonable out-of-pocket expenses in connection therewithinformation relevant thereto. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third The Indemnifying Party Claim, the Purchaser shall not admit be obligated to indemnify an Indemnified Party hereunder for any liability with respect thereto, or settle, compromise or discharge such Third Party Claim settlement entered into without the Sellers’ Indemnifying Party's prior written consent, which consent which shall not be unreasonably delayed withheld, conditioned or withhelddelayed. If the Purchaser assumes loss incurred relates to the defense failure of the Buyer or the Company to collect any such Third Party Claim pursuant note or account receivable and if any Sellers pay in full the unpaid balance thereof to this Section 6.5 and proposes the Buyer or the Company, the Buyer will cause the Company to settle such claim assign said note or proceeding prior account without recourse to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and paying same in full satisfaction of the Sellers' indemnification obligation as to such uncollected note or account. Any collection procedures by Sellers shall have the right to participate will be carried out in the settlement or assume or reassume the defense of such claim or proceeding at any time by written a reasonable manner with prior notice to Buyer so as not to prejudice the PurchaserCompany's relationship with the account debtor.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event that an Indemnified Party becomes aware of any pending or threatened claim or demand by a third party Claim (a “Third Party Claim”) which such Indemnified Party reasonably believes may result in an indemnification claim pursuant to this ARTICLE VII (including any Tax Claim as defined in Section 5.16(d)), such Indemnified Party shall notify the Representative (or, in the event indemnification is being sought hereunder directly from a Company Stockholder, such Company Stockholder) of such claim, and the Representative shall be entitled on behalf of the Indemnifying Parties (or, in the event indemnification is being sought hereunder directly from a Company Stockholder, such Company Stockholder shall be entitled), at their expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with the consent of the Representative (or, in the event indemnification is being sought hereunder directly from a Company Stockholder, such Company Stockholder), no settlement of any such Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter; provided, further that, solely with respect to any Tax Claim, in the event Purchaser has elects not to defend any Tax Claim for a taxable period ending on or before the Closing Date for which the Company Stockholders would reasonably be expected to have more than de minimis liability pursuant to this Agreement, Purchaser shall promptly provide written notice of its decision to the Representative and the Representative may elect to control such defense. Solely with respect to any Tax Claim, Purchaser will not agree to any settlement of any Tax Claim for which the Company Stockholders would reasonably be expected to have more than de minimis liability pursuant to this Agreement without the prior written consent of the Representative, which will not be unreasonably withheld, conditioned or delayed. If there is a third party claim that, if adversely determined has given or could would give rise to a right of recovery for Losses hereunder, then any amounts paid, sustained, suffered or incurred by the Indemnified Parties in defense of such third party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. In the event that the Representative (or, if such indemnification hereunder (each claim is made directly against a “Third Party Claim”)Company Stockholder, describing in reasonable detail the facts and circumstances such Company Stockholder) has consented to any such settlement with respect to an indemnification claim under Section 7.2(a), the subject matter of such claim or demand; provided, however, that the failure to provide such notice Company Stockholders shall not release the Sellers from have any power or authority to object under any provision of its obligations under Section 6 except this ARTICLE VII to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement amount of any Third Party Claim by Purchaser against the subject of indemnification hereunder at its own expense. If Escrow Fund, or against the Sellers elect to assume Company Stockholders directly, as the defense of any such Third Party Claimcase may be, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge to such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasersettlement.

Third Party Claims. The In the event Purchaser shall give prompt written notice to the Sellers becomes aware of any pending or threatened a third-party claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”)) which Purchaser believes may result in a claim for Indemnifiable Damages pursuant to this Article VIII by or on behalf of an Indemnified Person, describing Purchaser shall promptly notify the Sellers’ Agent of such Third-Party Claim. Other than as provided below, the Sellers’ Agent shall have the right in reasonable detail its sole discretion to conduct the facts defense of and circumstances to settle or resolve any Third-Party Claim. With respect to Third-Party Claims regarding infringement or misappropriation of Third Party Intellectual Property Right and Third-Party Claims that, if not first paid, discharged, or otherwise complied with, would result in a material interruption or cessation of Purchaser’s business with respect to the subject matter of such claim Device or demand; provided, however, that would materially impair the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration value of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defenseDevice, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third Party Claim, the Purchaser shall not admit and to settle or resolve any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without (and the costs and expenses incurred by Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Purchaser may seek indemnification pursuant to a claim made hereunder). The Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in in, but not to determine or conduct, any defense of the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. However, except with the consent of the Sellers’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within 20 days after a written request for such consent by Purchaser, no settlement or assume or reassume the defense resolution of any such claim with any third-party claimant shall be determinative of the existence of or proceeding at amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented to any time by written notice such settlement or resolution, neither the Sellers’ Agent nor any Seller shall have any power or authority to object under Section 8.5 or any other provision of this Article VIII to the Purchaseramount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect event Acquirer becomes aware of a breach third-party claim that Acquxxxx xxxieves may result in a claim for indemnification pursuant to this Article VIII by or on behalf of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers an Indemnified Person, Acquirer shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, conduct the defense of, and to settle or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claimresolve, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertionincluding paying and/or agreeing to pay, event in settlement or proceeding during normal business hours and shall otherwise cooperate with resolution of such claim, any amounts to the Sellers in the defense or settlement thereofthird party making such claim (such amounts, and the Sellers shall reimburse the Purchaser for all its collectively, a “Settlement Payment”). The reasonable out-of-pocket costs and expenses incurred by Acquirer in connection therewith. If the Sellers shall fail to undertake with any such investigation, defense, settlement or resolution of such claim and the Purchaser enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall constitute Indemnifiable Damages for which the Indemnified Persons shall be indemnified to the extent an indemnification claim therefor is made under this Article VIII, provided that the (i) Acquirer and Holders’ Agent agree in writing that such Defense Costs constitute Indemnifiable Damages or (ii) it is ultimately determined that such third-party claim is itself indemnifiable under Section 8.2. The Holders’ Agent shall have the right to undertake the defense or settlement thereofreceive copies of all pleadings, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability notices and communications with respect theretoto such third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Holders’ Agent of Acquirer’s standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information. In the event that Acquirer determines to settle or resolve any such third-party claim and make a Settlement Payment in connection therewith, or settle, compromise or discharge Acquirer shall seek the consent of the Holders’ Agent to such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheldSettlement Payment. If the Purchaser assumes Holders’ Agent (i) has consented to such Settlement Payment or (ii) unreasonably withholds, conditions or delays giving such consent to such Settlement Payment (provided that such consent shall be deemed to have been given unless the defense Holders’ Agent shall have objected within 25 days after a written request for such consent by Acquirer), then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determinative and binding upon the Converting Holders and neither the Holders’ Agent nor any Converting Holder shall have any power or authority to object to recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with respect to such Third Party Claim Settlement Payment. If the Holders’ Agent has not consented to such Settlement Payment and such consent was not either (i) unreasonably withheld, conditioned or delayed or (ii) deemed given for failure to object within 15 days after a written request therefor, then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determined in the manner applicable to indemnification claims made pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserArticle VIII.

Third Party Claims. The Purchaser If any third party shall give prompt written notice to the Sellers notify any Buyer Indemnified Person of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could matter which may give rise to a right of claim for indemnification hereunder (each a “Third Party Claim”)against the Shareholder under this Article 7, describing then such Buyer Indemnified Person shall notify the Shareholder thereof promptly in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandwriting; provided, however, that no delay on the failure to provide part of such notice Buyer Indemnified Person in notifying the Shareholder shall not release relieve the Sellers Shareholder from any of its obligations under Section 6 except liability or obligation hereunder unless (and then solely to the extent that) the Purchaser Shareholder is materially prejudiced by damaged thereby. If the Shareholder notifies such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration Buyer Indemnified Person within 15 days after such Buyer Indemnified Person has given notice of the applicable survival period specified in Section 6.1 for matter that the Shareholder is assuming the defense thereof, (a) the Shareholder will defend such representation or warranty. The Sellers shall have Buyer Indemnified Person against the right, but not the obligation, to direct, through matter with counsel of its own choosing, which counsel shall be choice reasonably satisfactory to the Purchasersuch Buyer Indemnified Person, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any (b) such Third Party Claim, the Purchaser may participate Buyer Indemnified Person will cooperate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding matter and may retain separate co-counsel at any time by written notice its sole cost and expense (except that the Shareholder will be responsible for the fees and expenses of the separate co-counsel to the Purchaserextent that such Buyer Indemnified Person concludes reasonably that the counsel the Shareholder has selected has a conflict of interest), (c) such Buyer Indemnified Person will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Shareholder (not to be withheld unreasonably), and (d) the Shareholder will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of such Buyer Indemnified Person (not to be withheld unreasonably); provided, however, that if the Shareholder receives a bona fide offer of settlement providing for a general release of such Buyer Indemnified Person from all liability with respect to the matter solely in exchange for cash, and such Buyer Indemnified Person does not consent to the settlement of the matter pursuant to such offer, then such Buyer Indemnified Person shall assume sole defense of such matter and the indemnity obligation of the Shareholder with respect to such matter shall be limited to the amount set forth in the settlement offer. If the Shareholder does not notify such Buyer Indemnified Person within 15 days after such Buyer Indemnified Person has given notice of the matter that the Shareholder is assuming the defense thereof, however, such Buyer Indemnified Person may defend against, or enter into any settlement with respect to, the matter in any manner it may reasonably deem appropriate.

Third Party Claims. The Purchaser shall give prompt written notice to Promptly after the Sellers assertion by any third party of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder against any Indemnified Person (each a “Third Third-Party Claim”)) that, in the judgment of such Indemnified Person, may result in the incurrence by such Indemnified Person of Damages for which such Indemnified Person would be entitled to indemnification pursuant to this Agreement, such Indemnified Person shall deliver to the indemnifying party a written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandThird-Party Claim; provided, however, that no delay on the failure to provide such notice part of the Indemnified Person in notifying the indemnifying party shall not release relieve the Sellers from indemnifying party of any of its liability or obligations under Section 6 hereunder, except to the extent that said notice is given after the Purchaser is materially Survival Date or the indemnifying party has been prejudiced by thereby, and then only to such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyextent. The Sellers indemnifying party shall have the right, but not the obligation, to direct, through counsel of exercisable in its own choosing, which counsel shall be reasonably satisfactory sole discretion by written notice to the Purchaser, Indemnified Person within thirty (30) days of receipt of notice from the defense Indemnified Person of the commencement of or settlement assertion of any Third Third-Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect Claim, to assume the defense and control the settlement of any such Third Third-Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Indemnified Person shall have the right to participate in (but not control), at its own expense, the defense and settlement or assume or reassume of any Third-Party Claim. If the indemnifying party does not elect to undertake and conduct the defense of a Third-Party Claim, the Indemnified Person shall undertake the defense of such claim Third-Party Claim. In the event the indemnifying party has assumed the defense of any Third-Party Claim, the indemnifying party shall not consent to a settlement of, or proceeding at the entry of any time by judgment arising from, any such Third-Party Claim without the Indemnified Person’s prior written notice consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement or judgment relates solely to monetary damages and provides for a complete release of the Indemnified Person, in which case, no such consent shall be required. The Indemnified Person shall have the right to settle, or consent to the Purchaserentry of any judgment arising from, any Third-Party Claim for which the indemnifying party has not assumed the defense, but such settlement or consent shall not be binding on the indemnifying party if such settlement or consent was without such indemnifying party’s consent (such consent not to be unreasonably withheld, conditioned, or delayed). Whether or not the indemnifying party elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect event Acquirer becomes aware of a breach third-party claim that Acquirer believes may result in a claim for indemnification pursuant to this Article VIII by or on behalf of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers an Indemnified Person, Acquirer shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of and to settle or resolve any such Third Party Claim, claim (and the Purchaser may participate costs and expenses incurred by Acquirer in connection with such defense, but in such case the expenses of the Purchaser settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by included in the PurchaserIndemnifiable Damages for which Acquirer may seek indemnification pursuant to a claim made hereunder and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 whether or not it is ultimately determined that the third party claim itself is indemnifiable under Section 8.2, but for the avoidance of doubt, in all cases subject to the other limitations on liability contained herein (including the Threshold and any cap amount, in each case that applies to the underlying indemnifiable matter)). The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Stockholders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Stockholders’ Agent of a reasonable non-disclosure agreement (which non-disclosure agreement shall not prohibit the Stockholders’ Agent from communicating any such information on a need-to-know basis with the Effective Time Holders, provided that any such recipients are obligated to keep such information confidential) to the extent that such materials contain confidential or proprietary information; provided, that Acquirer shall use commercially reasonable efforts to provide any such privileged information to the Stockholders’ Agent in a manner that would not adversely affect any such applicable privileges. Acquirer shall (x) keep the Stockholders’ Agent reasonably informed of the status of such third-party claim and the defense thereof and (y) consider in good faith any recommendations made by the Stockholders’ Agent with respect to such third-party claim. In the event of settlement or resolution by Acquirer of any claim that gives rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person, the amount of Indemnifiable Damages relating to such matter shall be deemed determined only if the Stockholders’ Agent has consented in writing to any such settlement thereofor resolution, at or if the SellersStockholders’ expenseAgent unreasonably withholds, conditions or delays giving such consent to such settlement or resolution (either, an “Indemnifiable Settlement”). Whether or not Such consent of the Sellers Stockholders’ Agent shall be deemed to have been given unless the Stockholders’ Agent shall have assumed objected within 30 days after a written request for such consent by Acquirer. Neither the defense Stockholders’ Agent nor any Effective Time Holder shall have any power or authority to object under Section 8.5 or any other provision of a Third Party Claim, this Article VIII to the Purchaser shall not admit any liability amount of Indemnifiable Damages with respect theretoto an Indemnifiable Settlement. For the avoidance of doubt, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall Section 5.17(d) and not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser 8.8 shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasergovern all Tax Claims.

Third Party Claims. The (a) In case of the assertion in writing of any claim initiated or asserted by any person, firm, governmental authority or corporation other than Purchaser or any affiliate of Purchaser (a "Third Party Claim") against Drew or the commencement of any litigation asserting a Third Party Claim which may give rise to any indemnification obligation of Shareholders (each an "Indemnitor") to Purchaser or Drew under the provisions of this Article, Purchaser shall give prompt notice thereof as provided hereunder as promptly as practicable after Purchaser's receipt of such written assertion or the commencement of such litigation unless the failure to give such notice would not materially prejudice Shareholders, such notice to be given by Purchaser not later than would materially prejudice Shareholders if they chose to defend such litigation as hereinafter provided. If Indemnitor demonstrates to Purchaser that Indemnitor will be able to pay the Sellers full amount of potential liability in connection with any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing Indemnitor may at its sole cost and expense, upon written notice given to Purchaser within fifteen (15) days after its receipt of Purchaser's notice under this Section 9.5, assume the defense, with counsel reasonably satisfactory to Purchaser, of any such Third Party Claim or litigation, provided that Indemnitor admits in reasonable detail the facts writing to Purchaser its liability solely as between it and circumstances Purchaser with respect to all material elements thereof. If Indemnitor assumes the subject matter defense of any such claim or demand; providedlitigation, however, that the failure obligations of Indemnitor hereunder as to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation claim or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel litigation shall be reasonably satisfactory limited to the Purchaser, taking all steps necessary in the defense or settlement thereof and to holding Purchaser harmless from and against any and all losses, liabilities, expenses and damages caused by or arising out of any Third Party Claim settlement approved by Indemnitor or any judgment in connection with such claim or litigation, and Purchaser shall make available or cause to be made available to Indemnitor such books and records in Drew's possession as Indemnitor may reasonably require in connection with such defense. Except with the subject express prior written consent of indemnification hereunder at its own expensePurchaser, Indemnitor shall not consent to the settlement or entry of any judgment arising from any such claim or litigation which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, as the case may be, to Purchaser of an unconditional release from all liability in respect thereof unless Indemnitor shall have actually paid the full amount of any such settlement or judgment. Purchaser shall be entitled to be consulted about (but not control) the defense of, and receive copies of all pleadings and other material papers in connection with, any such claim or litigation. If Indemnitor does not assume the Sellers elect defense of any such claim or litigation, Purchaser may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving reasonable notice of the same to Indemnitor on such terms as Purchaser may deem appropriate, and Indemnitor will promptly reimburse Purchaser in accordance with the provisions of this Section 9.5, provided that Purchaser furnish Indemnitor with copies of all pleadings and other material documents in connection with any such claim or litigation and that Indemnitor is consulted about (albeit not in control of) such litigation. Anything contained in this Section 9.5 to the contrary notwithstanding, (i) Indemnitor shall not be entitled to assume the defense of any such Third Party Claim, claim or litigation if the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without seeks an order, injunction or other equitable relief against Purchaser which, if successful, might materially interfere with, or adversely affect, the Sellers’ prior written consent which shall not be unreasonably delayed operation of its business by Purchaser or withheld. If the Drew; and (ii) Purchaser assumes the defense of or Drew may defend any such Third Party Claim pursuant to this Section 6.5 which Purchaser or Drew may have a defense or counterclaim which Indemnitor is not entitled to assert to the extent necessary to assert and proposes maintain such defense or counterclaim provided that Purchaser provide or cause to settle be provided to Indemnitor copies of all pleadings and other material documents in connection with any such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof litigation and the Sellers shall have the right to participate that Indemnitor is consulted about (albeit not in the settlement or assume or reassume the defense of control of) such claim or proceeding at any time by written notice to the Purchaserlitigation.

Third Party Claims. The If a Claim is made against Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that for which Purchaser may be entitled to indemnification under Section 9.1, Purchaser shall give notice (the "Indemnity Notice") to Seller specifying the particulars of such Claim forthwith and in any event within thirty (30) days after it receives notification of the Claim. Failure to give such notice within such time period shall not prejudice the rights of Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect except to the subject matter of such claim or demand; provided, however, extent that the failure to provide give such notice shall not release materially adversely affects the Sellers from any ability of its obligations under Section 6 except Seller to defend the Claim or to cure the breach or incorrectness of the representation, warranty, covenant or agreement giving rise to the extent the Purchaser is materially prejudiced by such failure, it being understood Claim or that notices for claims in respect of Seller suffers damages as a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyresult thereof. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Seller shall have the right to participate in any negotiations or proceedings with respect to such Claim at its own expense. Purchaser shall not settle or compromise any such Claim without the settlement or assume or reassume prior written consent of Seller, which shall not be unreasonably refused. Purchaser shall cooperate in all reasonable respects in the defense of such claim Claim but at the expense of Seller. If Seller fails, after the giving of such notice, diligently and reasonably to defend such Claim throughout the period that such Claim exists, its right to defend the Claim shall terminate and Purchaser may assume the defense of such Claim at the sole expense of Seller. In such event, Purchaser may compromise or proceeding at any time settle such Claim, without the consent of Seller. If Purchaser becomes aware of a possible infringement by written a third party on the GhostStep® Technology, the Intellectual Property, the name GhostStep® and the Patents set out in Schedule A, it shall give notice to Seller of such possible infringement. In such a case, Purchaser may, at its sole discretion, decide to defend the PurchaserPatents, but shall not be under any obligation to do so. If Xxxxxxxxx decides not to defend the Patent, Seller shall have the right to do so, at its own expense.

Third Party Claims. The If Purchaser shall give prompt receives written notice to of a third-party claim that Purchaser believes may result in a Liability Claim by or on behalf of an Indemnified Person, Purchaser will notify the Sellers Stockholder Representative in writing of any pending or threatened such third-party claim or demand by a third party that (describing the Purchaser has determined has given or could give rise to a right factual basis for such claim and the estimated amount of indemnification hereunder (such claim, in each a “Third Party Claim”), describing case in reasonable detail in light of the facts then known), and circumstances with respect provide the Stockholder Representative the opportunity to participate (at the subject matter Stockholder Representative’s sole cost) in, but not direct or conduct, any defense of such claim or demand; providedclaim, however, except that the failure to provide such notice Stockholder Representative shall not release the Sellers from any of its obligations under Section 6 except be provided such opportunity to the extent that Purchaser reasonably determines that such participation could result in the loss of any attorney-client privilege or right under the workproduct doctrine of Purchaser is materially prejudiced by such failure, it being understood that notices for claims or any Indemnified Person in respect of such claim; provided that Purchaser shall use commercially reasonable efforts to permit such access through entering into a breach joint defense, common interest, or similar agreement. The Stockholder Representative’s participation will be subject to Purchaser’s right to control such defense. Purchaser may not settle any such claim without the written consent of a representation the Stockholder Representative (such consent not to be unreasonably withheld, conditioned or warranty must be delivered delayed). If the Stockholder Representative consents to any such settlement, the Stockholder Representative will not have any power or authority to object to the amount or validity of any Liability Claim for Recoverable Losses by or on behalf of any Indemnified Person in respect of any such settlement. Purchaser shall maintain the Company’s current counsel for purposes of litigation and negotiation of the Specified Matter prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserSpecified Matter Conclusion Date.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a third-party claim or demand by (a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “"Third Party Claim”)") which Acquirer reasonably determines in good faith may result in a demand against the Escrow Fund, describing in reasonable detail Acquirer shall notify the facts and circumstances with respect to the subject matter Company of such claim or demandclaim, and the Company, shall be entitled, at its expense, to participate in any defense of such claim. Acquirer shall have the right in its reasonable discretion to settle any such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Sellers from if Acquirer settles any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written Company's consent (which consent shall not be unreasonably delayed withheld or withhelddelayed), such settlement shall not be dispositive in the event Acquirer makes a claim against the Escrow Fund with respect to the amount of Losses incurred by Acquirer in such settlement. In the event that the Company has consented to any such settlement, the Company shall have no power or authority to object under any provision of this Article 6 to the amount of any claim by Acquirer against the Escrow Fund with respect to the amount of Losses incurred by Acquirer in such settlement. For the avoidance of doubt, the Company shall have the right in its sole discretion and at its sole expense to conduct the defense of, and to settle, any Third Party Claim which is not an Assumed Liability in accordance with the provisions of this Agreement (an "Assumed Defense") and Acquirer hereby agrees to provide reasonable support at Company's expense with respect to such claims as requested by the Company. If the Purchaser assumes Company exercises its right to conduct an Assumed Defense, then the Company shall not make any assertion or agree to any settlement in the defense of such Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or delayed) of Acquirer to the extent that any such assertion or settlement would prejudice or impair Acquirer's rights and interests in any Purchased Asset, including, but not limited to, any admission of infringement. Notwithstanding anything in this Section 6.2(e) to the contrary, Acquirer shall not make any assertion or agree to any settlement in the defense of any such Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or delayed) of the Company to the extent that any such assertion or settlement would (i) result in any obligation on the part of the Company to indemnify a claim pursuant to this Section 6.5 and proposes 6.2(a)(i)(C), or (ii) prejudice or impair the Company's ability to defend or settle such claim any claims then pending or proceeding prior to a final judgment thereon or to forgo threatened against the Company. including, but not limited to, any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense admission of such claim or proceeding at any time by written notice to the Purchaserinfringement.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve such Third-Party Claim. The costs and expenses incurred by Acquirer in connection with such defense, settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 5.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 5.2 (subject to the limitations set forth in Section 5.3); provided that any settlement of a Third-Party Claim (i) without the prior written consent of the Stockholders’ Agent (which consent shall not be unreasonably withheld, describing conditioned or delayed and which consent shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 20 days after a written request therefor by Acquirer) (it being understood and agreed that it shall be reasonable for the Stockholders’ Agent to withhold such consent if it believes in reasonable detail the facts and circumstances good faith that there is not any underlying basis for indemnification with respect to such settlement) or (ii) absent an underlying breach by the subject matter Company of such a representation, warranty or covenant under this Agreement shall not be determinative of the existence of a valid indemnification claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any amount of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyIndemnifiable Damages. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Stockholders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the defense extent that receipt of such documents does not affect any privilege relating to any Indemnified Person, subject to execution by the Stockholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or settlement thereofpropriety information. However, at the Sellers’ expense. Whether or not the Sellers Acquirer shall have assumed the right in its sole discretion to determine and conduct the defense of a Third any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Purchaser shall Stockholders’ Agent and its Affiliates may not admit participate in any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the Sellerssettlement, adjustment or compromise thereof). In the event that the Stockholders’ prior written Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent which shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 20 days after a written request therefor by Acquirer), or if the Stockholders’ Agent shall have been determined to have unreasonably withheld. If , conditioned or delayed its consent to the Purchaser assumes the defense amount of any such Third Party Claim pursuant settlement or resolution, neither the Stockholders’ Agent nor any Converting Holder shall have any power or authority to object under this Section 6.5 and proposes Article V to settle such the amount of any claim by or proceeding prior to a final judgment thereon or to forgo on behalf of any appeal Indemnified Person against the Holdback Fund for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser If any indemnifiable claim by a third party is made against any Indemnified Person, such Indemnified Person shall give prompt promptly provide written notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Company of such claim or demandclaim; provided, however, provided that the failure to provide give such notice shall not release the Sellers from affect any rights of its obligations under Section 6 such Indemnified Person hereunder except to the extent the Purchaser Company is materially prejudiced by such failurefailure to give notice. By delivering written notice to such Indemnified Person within 15 days after receipt of such Indemnified Person's notice, it being understood that notices for claims in respect the Company may, or upon written request of a breach such Indemnified Person shall, assume the defense of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, claim at its sole expense through counsel of its own choosing, which counsel shall be reasonably satisfactory to such Indemnified Person, provided that (i) the PurchaserCompany shall not permit any Encumbrance upon any asset of such Indemnified Person, (ii) the Company shall permit such Indemnified Person to participate in such settlement or defense or settlement through counsel selected by such Indemnified Person at such Indemnified Person's expense, and (iii) the Company shall agree to promptly reimburse such Indemnified Person for the full amount of any Third Party Claim its liability to the subject of indemnification hereunder at its own expensethird party claimant. If the Sellers elect Company shall not have employed counsel to assume defend such claim or if such Indemnified Person shall have reasonably concluded that the E-41 18 position of such Indemnified Person and the Company may be in conflict, the Company shall not have the right to direct the defense of any such Third Party Claimclaim on behalf of such Indemnified Person and the legal and other expenses incurred by such Indemnified Person shall be borne by the Company. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might have a material adverse effect on the Purchaser may participate in such defense, but in such case the expenses interests of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim Company without the Sellers’ prior written consent of the Company (which shall not be unreasonably delayed withheld). Notwithstanding anything in this Article VII to the contrary, the Company shall not, without the written consent of the Indemnified Person, (i) settle or withheld. If compromise any action, suit or proceeding or consent to the Purchaser assumes the defense entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim action, suit or proceeding prior to a final judgment thereon or to forgo (ii) settle or compromise any appeal with respect theretoaction, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim suit or proceeding at in any time manner that may materially and adversely affect the Indemnified Person other than as a result of money damages or other money payments. The Company shall pay all expenses, including attorneys' fees, that may be incurred by written notice to any Indemnified Person in enforcing the Purchaserindemnity provided for in this Article VII.

Third Party Claims. The In the event that a Purchaser Indemnified Person becomes aware of a third-party claim which could result in Damages for which it or any other Purchaser Indemnified Person may be entitled to indemnification hereunder, such Purchaser Indemnified Person shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts promptly and circumstances with respect to the subject matter without delay notify Seller Representative of such claim or demandthird-party claim, and Sellers shall be entitled, at their own expense, to participate in any defense of such claim; provided, however, that no delay or failure on the failure to provide such notice part of Parent or Purchaser in notifying Seller Representative shall not release the relieve Sellers from any of its obligations under Section 6 except obligation hereunder unless Sellers are thereby prejudiced (and then solely to the extent the of such prejudice). Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel Indemnified Persons shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect entitled to assume the defense of any such Third Party third-party claim with counsel of its selection. Purchaser Indemnified Persons shall keep Seller Representative informed of all material developments and events relating to such Claim, the and shall deliver to Seller Representative, within five (5) Business Days after Purchaser may participate in such defenseIndemnified Person’s receipt thereof, but in such case the expenses copies of the all notices, correspondence and documents (including court papers) received by Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Claim. Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Indemnified Person shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of settle any such Third Party Claim pursuant Claim; provided, however, in the event that the Seller Representative has not consented to this Section 6.5 and proposes to settle any such claim or proceeding settlement in writing prior to a final judgment thereon or to forgo any appeal with respect theretosuch settlement, then the Purchaser Seller Representative shall give the Sellers prompt written notice thereof and the Sellers shall have retain the right to participate object under this Section 9 to the amount of any Claim by Purchaser Indemnified Person for indemnity with respect to such settlement, including the reasonableness of the amount of such settlement; provided further, however, that in the event that Seller Representative has consented in writing to any settlement of any third-party claim to which any Purchaser Indemnified Person is entitled to indemnification under this Section 9, Seller Representative shall have no power or assume or reassume the defense authority to object under any provision of such claim or proceeding at any time by written notice this Section 9 to the Purchaseramount of any Claim by Parent or Purchaser for indemnity with respect to such settlement.

Third Party Claims. The Purchaser If any third party shall give prompt written notice to the Sellers notify any Shareholder Indemnified Person of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could matter which may give rise to a right of claim for indemnification hereunder (each a “Third Party Claim”)against the Shareholder under this Article 7, describing then such Shareholder Indemnified Person shall notify the Buyer thereof promptly in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandwriting; provided, however, that no delay on the failure to provide part of such notice Shareholder Indemnified Person in notifying the Buyer shall not release relieve the Sellers Buyer from any of its obligations under Section 6 except liability or obligation hereunder unless (and then solely to the extent that) the Purchaser Buyer is materially prejudiced by damaged thereby. If the Buyer notifies such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration Shareholder Indemnified Person within 15 days after such Shareholder Indemnified Person has given notice of the applicable survival period specified in Section 6.1 for matter that the Buyer is assuming the defense thereof, (a) the Buyer will defend such representation or warranty. The Sellers shall have Shareholder Indemnified Person against the right, but not the obligation, to direct, through matter with counsel of its own choosing, which counsel shall be choice reasonably satisfactory to the Purchasersuch Shareholder Indemnified Person, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any (b) such Third Party Claim, the Purchaser may participate Shareholder Indemnified Person will cooperate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding matter and may retain separate co-counsel at any time by written notice its sole cost and expense (except that the Buyer will be responsible for the fees and expenses of the separate co-counsel to the Purchaserextent that such Shareholder Indemnified Person concludes reasonably that the counsel the Buyer has selected has a conflict of interest), (c) such Shareholder Indemnified Person will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Buyer (not to be withheld unreasonably), and (d) the Buyer will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of such Shareholder Indemnified Person (not to be withheld unreasonably); provided, however, that if the Buyer receives a bona fide offer of settlement providing for a general release of such Shareholder Indemnified Person from all liability with respect to the matter solely in exchange for cash, and such Shareholder Indemnified Person does not consent to the settlement of the matter pursuant to such offer, then such Shareholder Indemnified Person shall assume sole defense of such matter and the indemnity obligation of the Buyer with respect to such matter shall be limited to the amount set forth in the settlement offer. If the Buyer does not notify such Shareholder Indemnified Person within 15 days after such Shareholder Indemnified Person has given notice of the matter that the Buyer is assuming the defense thereof, however, such Shareholder Indemnified Person may defend against, or enter into any settlement with respect to, the matter in any manner it may reasonably deem appropriate.

Third Party Claims. The Purchaser shall as soon as reasonably practicable give prompt written notice to the Sellers Seller of any pending claim, suit, action or threatened claim or demand proceeding brought by a third party that in respect of which the Purchaser has determined has given or could give rise to a right of indemnification hereunder may seek indemnity under this Agreement (each a “Third Party Third-party Claim”). The Seller may opt to (i) satisfy the Seller’s indemnity obligation in respect of the Third-party Claim, describing if any, or (ii) deliver to the Purchaser as soon as reasonably practical a written notice of disagreement with the indemnity obligation, specifying in reasonable detail detail, based upon information then available, the facts nature and circumstances extent of the disagreement. Unless the Purchaser is of the reasonable opinion that for legitimate business interests of the Purchaser or the Acquired Company a control of the defense by the Seller is inappropriate, the Seller may upon delivery of the notice of disagreement assume the defense against the Third-party Claim. An assumption of the defense by the Seller shall not be interpreted to acknowledge the Seller’s obligation to indemnify the Purchaser in respect of the Third-party Claim. When defending the Third-party Claim the Seller shall (a) keep the Purchaser at all times informed about the status of defense measures, and (b) comply with any reasonable request of the Purchaser with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantydefense. The Sellers Purchaser shall have be allowed a reasonable opportunity to participate in the right, but not the obligation, to direct, through counsel of defense with its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder and at its own expense. If The Seller shall be authorized to consent to a settlement of, or the Sellers elect to assume the defense entry of any such Third Party Judgment arising from, the Third-party Claim, only with the Purchaser may participate in such defense, but in such case the expenses prior written consent of the Purchaser shall be paid by the Purchaser. The Purchaser Seller shall provide the Sellers pay all costs and expenses incurred in conjunction with reasonable access to its records and personnel relating to any such claima Third-party Claim, assertionincluding all court fees, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereoflawyer fees, and fees for experts and consultants, provided that the Sellers shall reimburse Seller is under an obligation to indemnify the Purchaser for all its reasonable outin respect of the Third-ofparty Claim. 12.5 De-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defenseMinimis, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 Threshold Amount and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.Cap

Third Party Claims. The Purchaser Within ten Business Days after an Indemnitee receives written notice of the commencement of any Proceeding by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article X, notify such Indemnitor in writing in reasonable detail of such Proceeding and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from or on behalf of such third party. Upon receipt of such notice, the Indemnitor shall give prompt be entitled to participate in such Proceeding, or, by giving written notice to the Sellers of any pending or threatened claim or demand by a third party that Indemnitee to assume the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”)defense thereof at the Indemnitor's sole expense, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, Indemnitee. After notice to the defense or settlement Indemnitee of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect Indemnitor's election to assume the defense of any such Third Party ClaimProceeding, the Purchaser may participate in such defense, but in such case Indemnitor shall not be liable to the Indemnitee under this Article X for any legal or other expenses of the Purchaser shall be paid subsequently incurred by the Purchaser. The Purchaser shall provide Indemnitee in connection with the Sellers with defense thereof other than reasonable access costs of investigation, provided that if within twenty days after receiving written notice from the Indemnitee (i) the Indemnitor fails to its records and personnel take reasonable steps necessary to defend diligently such Proceeding or (ii) the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Costs relating to any such claim147 155 the matter, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereofIndemnitee may assume its own defense, and the Sellers shall reimburse the Purchaser Indemnitor will be liable for all its reasonable out-of-pocket costs or expenses paid or incurred in connection therewith. If the Sellers shall fail to undertake The Indemnitor will not enter into any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim Proceeding without the Sellers’ prior written consent of the Indemnitee, which consent shall not be unreasonably delayed or withheld. If a firm offer is made to settle a Proceeding without leading to liability or the Purchaser assumes creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnitor desires to accept and agree to such offer, the Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten Business Days after receipt of such notice, the Indemnitee may continue to contest or defend such Proceeding and, in such event, the maximum liability to the Indemnitor as to such Proceeding will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnitee through the end of such ten Business Day period. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 10.2(d), the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such Proceeding (i) unless such 148 156 settlement or compromise includes an unconditional release of the Indemnitor and the Indemnitee from all liability arising out of such Proceeding, and (ii) without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The parties hereto agree to render to the others such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third Party Claim pursuant Proceeding, including providing relevant documentation to this Section 6.5 the other parties and proposes making employees available on a mutually convenient basis to settle such claim or proceeding prior to a final judgment thereon provide additional information and explanation of any relevant materials or to forgo any appeal testify in or with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserProceeding.

Third Party Claims. The Purchaser shall give prompt written notice to Should any Third-Party Claim be made against the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances Stockholder with respect to any matter to which the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for 10(a) relates, then the Stockholder shall promptly give Buyer written notice of any such representation or warranty. The Sellers Third-Party Claim and Buyer shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat its sole expense, to direct, through on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Stockholder. The Stockholder agrees that Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP is satisfactory. In such defense or settlement of any Third Party Claim claim, the subject of indemnification hereunder Stockholder shall cooperate with and assist Buyer to the maximum extent reasonably possible and may participate therein with its own counsel at its own expense, and the Stockholder’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed. Failure by the Stockholder to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by the Stockholder, except only to the extent that such failure by the Stockholder shall result in a material prejudice to Buyer. If Buyer does not notify the Sellers elect Stockholder within 10 days after receipt of the Stockholder’s written notice of a Third-Party Claim that Buyer intends to assume undertake the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Stockholder shall have the right to undertake contest, settle or compromise the defense claim and Buyer shall indemnify the Stockholder for the full amount of all Losses paid or settlement suffered by the Stockholder in respect thereof. Notwithstanding the foregoing, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of so long as Buyer is contesting any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoin good faith, then the Purchaser Stockholder shall give the Sellers prompt written notice thereof and the Sellers shall not have the right to participate in the settlement pay or assume or reassume the defense of settle any such claim or proceeding at any time by without the prior written notice to the Purchaserconsent of Buyer.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers If any Indemnitee becomes aware of any pending or threatened claim or demand by a third party claim that Parent believes, in good faith, may result in an Indemnification Claim, such Indemnitee shall notify the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Stockholder Representative of such claim promptly after receiving notice thereof, describing the claim in reasonable detail, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail. Failure to notify the Stockholder Representative of an Indemnification Claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnitee’s right to indemnification hereunder for Losses in connection with such claim, but the amount of reimbursement to which the Indemnitee is entitled shall be reduced by the amount, if any, by which the Indemnitee’s Losses would have been reduced had such notice been timely delivered. The Stockholder Representative, as representative for the Escrowed Stockholders, shall be entitled to participate in any such defense. Subject to Section 10.5(b) hereof and the terms and conditions of the Escrow Agreement, the reasonable costs of the defense of any third party action or demandclaim incurred by the Stockholder Representative shall be paid from the General Escrow Amount. Notwithstanding the immediately preceding sentence, Parent shall conduct such defense in a commercially reasonable manner, but shall not settle any such claim without the consent of the Stockholder Representative, such consent not to be unreasonably withheld; provided, however, that if the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration consent of the applicable survival period specified in Section 6.1 for Stockholder Representative is so obtained, such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense that portion of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses claim shall alone be determinative of the Purchaser shall be paid by amount of the Purchaser. The Purchaser shall provide claim against the Sellers with reasonable access to its records General Escrow Amount and personnel relating to neither the Stockholder Representative nor any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers Person who has a beneficial interest in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser General Escrow Amount shall have any power or authority to object under any provision of this Article X or the right Escrow Agreement to undertake the defense or settlement thereof, at amount of any demand by Parent against the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability General Escrow Amount with respect thereto, or settle, compromise or discharge to such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasersettlement.

Third Party Claims. The Purchaser shall give prompt written notice to Should any Third-Party Claim be made against the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances Stockholders with respect to any matter to which the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for 10(a) relates, then the Stockholders shall promptly give Buyer written notice of any such representation or warranty. The Sellers Third-Party Claim and Buyer shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat its sole expense, to direct, through on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Stockholders. The Stockholders agree that Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP is satisfactory. In such defense or settlement of any Third claim, the Stockholders shall cooperate with and assist Buyer to the maximum extent reasonably possible and may participate therein with his or her own counsel at his or her own expense, and the Stockholders' written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed. Failure by the Stockholders to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by the Stockholders, except only to the extent that such failure by the Stockholders shall result in a material prejudice to Buyer. If Buyer does not notify the Stockholders within ten (10) days after receipt of the Stockholders' written notice of a Third-Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect that Buyer intends to assume undertake the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Stockholders shall have the right to undertake contest, settle or compromise the defense claim and Buyer shall indemnify the Stockholders for the full amount of all Losses paid or settlement suffered by the Stockholders in respect thereof. Notwithstanding the foregoing, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of so long as Buyer is contesting any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoin good faith, then the Purchaser Stockholders shall give the Sellers prompt written notice thereof and the Sellers shall not have the right to participate in the settlement pay or assume or reassume the defense of settle any such claim or proceeding at any time by without the prior written notice to the Purchaserconsent of Buyer.

Third Party Claims. In the event that claims are asserted against the Companies of the Schaeff Group of Companies for which Buyer demands indemnification from the Sellers, the Buyer shall promptly notify the Sellers about such claim and provide them with all reasonable information on such claim. The Purchaser Parties shall give prompt written notice then evaluate jointly the merits of such claim, seek to reach agreement as to and mutually assist each other in defending such claims. Within a time period of thirty (30) days after notification of the Sellers by Buyer about a claim being asserted against the Companies of the Schaeff Group of Companies for which Buyer demands indemnification from the Sellers, the Parties shall use their reasonable best efforts to come to a mutual agreement about who of them will defend the Companies of the Schaeff Group of Companies against such claim. If the Parties fail to come to an agreement in such time period, then the Buyer shall be entitled to defend the Companies of the Schaeff Group of Companies against such claim with counsel selected by him (subject to the Sellers consent of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”)Sellers, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice which consent shall not release be unreasonably withheld) as long as the Sellers from any of its obligations under Section 6 except to the extent the Purchaser Buyer is materially prejudiced by such failure, it being understood that notices for claims in respect of conducting a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantygood faith and diligent defense. The Sellers shall at all times have the right, but not the obligation, right to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume fully participate in the defense of a third party claim at their own expense directly or through counsel and the Buyer shall provide them with any and all reasonable Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -55- ________________________________________________________________________________ information on the claim and the defense. If such Third Party Claimgood faith and diligent defense is not being or ceases to be conducted by the Buyer, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereofof such claim (with counsel selected by them, subject to the consent of the Buyer, which consent shall not be unreasonably withheld). In such case, the Buyer shall at all times have the Sellers’ expense. Whether or not the Sellers shall have assumed right to fully participate in the defense of a Third Party Claimthird party claim at his own expense directly or through counsel. Notwithstanding the foregoing and as a matter of principle, with respect to third party claims, the Purchaser shall not admit Parties agree to co-operate in good faith and will make available such information and assistance that is reasonable to defend such third party claims, no matter whether the Buyer or the Sellers direct the defend against such third party claim. If the defense is being directed by Buyer, the Buyer is only then entitled to accept such claim, enter into negotiations and enter into any liability kinds of settlement agreements for and on behalf of the Companies of the Schaeff Group of Companies with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent of the Sellers, which shall consent will not be unreasonably delayed or withheld. If Buyer and the Purchaser assumes respective Company of the Schaeff Group of Companies shall also under no circumstances be entitled to make any payments without the prior written consent of the Sellers, unless it is done in accordance with a provisionally or finally enforceable court decision or a provisionally or finally enforceable administrative order (including tax orders). The reasonable legal fees and other costs incurred with the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such against a third party claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoshall be borne by the Sellers, then even if the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume Buyer is directing the defense of against such claim or proceeding at any time by written notice to the Purchaserthird party claim.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Parent becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”)) which Parent reasonably believes may result in a claim for indemnification pursuant to this Article VIII, describing in reasonable detail Parent shall promptly notify the facts and circumstances with respect to the subject matter Stockholder Representative of such claim with an Indemnification Claim Notice (a “Third Party Notice”), and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim (except that Parent may withhold from Stockholder Representative such communications with its legal counsel to the extent that legal counsel to Parent advises that providing such communication could result in the loss of any attorney-client privilege or demandright under the work-product doctrine of Parent or any Indemnitee in respect of such claim, after giving due consideration to any “community of interest” or similar privilege, if any); provided, however, that no delay or failure on the failure part of Parent in delivering a Third Party Notice shall cause any Parent Indemnified Party to provide such notice shall not release the Sellers from forfeit any of its obligations indemnification rights under Section 6 this Article VIII except to the extent that the Purchaser is Company Indemnitors are actually and materially prejudiced by such delay or failure, it being understood that notices for claims in respect . Upon receipt of a breach of a representation or warranty must Third Party Notice, the Stockholder Representative shall be delivered prior to the expiration entitled (on behalf of the applicable survival period specified in Section 6.1 for Company Indemnitors and at their expense) to participate in, but not to control, determine or conduct, the defense of such representation or warrantyThird Party Claim. The Sellers Parent shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, conduct the defense of, and to settle, any such claim and the Stockholder Representative shall not be entitled to control any negotiation of settlement, adjustment or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect compromise with respect to assume the defense of any such Third Party Claim; provided, that except with the Purchaser may participate in such defense, but in such case the expenses consent of the Purchaser shall Stockholder Representative (which such consent may be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to withhold for any such claimreason), assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or no settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant with third party claimants shall be determinative of the amount of Losses relating to this Section 6.5 and proposes such matter. In the event that the Stockholder Representative has consented to settle any such claim settlement, adjustment or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretocompromise, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Company Indemnitors shall have no power or authority to object under any provision of this Article VIII to the right to participate in the settlement or assume or reassume the defense amount of such claim settlement, adjustment or proceeding at any time by written notice compromise. The parties agree that the matter specified in Schedule 8.2(a)(x) shall additionally be subject to the Purchaserprocedures set forth in Item 5 thereof.

Third Party Claims. The Purchaser In the event that Parent becomes aware of a Third- Party Claim that Parent in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Parent shall give prompt written notice have the right in its sole discretion to determine and conduct the defense of and, subject to the Sellers of any pending proviso hereto, to settle or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third otherwise resolve such Third-Party Claim”), describing and the costs and expenses incurred by Parent or its Affiliates in connection with defense, enforcement, settlement, or resolution (including reasonable detail out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the facts Losses for which Parent shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and circumstances such costs and expenses shall constitute Losses subject to indemnification under Section 7.02 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with respect to the subject a matter of such claim or demandlisted in Section 7.02; provided, however, that the failure to provide such notice Indemnified Parties shall not release the Sellers from agree to any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation settlement or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense resolution of any such Third Third- Party Claim, Claim without the Purchaser may participate in such defense, but in such case the expenses prior written consent of the Purchaser Shareholder Representative (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be paid deemed to have been given unless the Shareholder Representative shall have objected within thirty (30) days after a written request therefor by the PurchaserParent). The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Shareholder Representative shall have the right to undertake receive, and Parent shall reasonably promptly provide to the Shareholder Representative, copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, and Parent shall keep the Shareholder Representative reasonably apprised of the status of such Third- Party Claim and the defense or settlement thereof, and shall consider in good faith recommendations made by the Shareholder Representative with respect thereto. The Shareholder Representative and its Affiliates may participate in any Third-Party Claim or any action related to such Third-Party Claim at the Sellers’ its own cost and expense. Whether In the event that the Shareholder Representative has consented to the amount of any settlement or not the Sellers shall have assumed the defense resolution by Parent of a Third any such Third-Party Claim, or if the Purchaser Shareholder Representative shall not admit any liability with respect theretohave been determined by a court of competent jurisdiction to have unreasonably withheld, conditioned, or settle, compromise or discharge such Third Party Claim without delayed its consent to the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense amount of any such Third settlement or resolution, neither the Shareholder Representative nor any Shareholder shall have any power or authority to object under this ARTICLE 7 to the amount of any Indemnification Claim by or on behalf of any Indemnified Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice to Promptly and no later than sixty (60) days after the Sellers assertion by any third party of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder against any Indemnitee (each a “Third Third-Party Claim”)) (but in no event later than the Survival Date) that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Buyer Damages for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to Seller a written notice describing in reasonable detail the facts and circumstances with respect such Third-Party Claim (subject to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty8.4). The Sellers Seller shall have the right, but not the obligation, to direct, through counsel of exercisable in its own choosing, which counsel shall be reasonably satisfactory sole discretion by written notice to the Purchaser, Indemnitee within thirty (30) days of receipt of notice from the defense Indemnitee of the commencement of or settlement assertion of any Third Third-Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect Claim, to assume the defense and control the settlement of any such Third Third-Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Indemnitee shall have the right to participate in (but not control), at its own expense, the defense and settlement or assume or reassume of any Third-Party Claim. If Seller does not elect to undertake and conduct the defense of a Third-Party Claim, the Indemnitee shall undertake the defense of such claim Third-Party Claim. In the event Seller has assumed the defense of any Third-Party Claim, Seller shall not consent to a settlement of, or proceeding at the entry of any time by judgment arising from, any such Third-Party Claim without the Indemnitee’s prior written notice consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement or judgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent shall be required. The Indemnitee shall have the right to settle, or consent to the Purchaserentry of any judgment arising from, any Third-Party Claim for which Seller has not assumed the defense. Whether or not Seller elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. The Purchaser shall give prompt written notice to (a) In the Sellers of event that any pending or threatened party receives a third-party claim or demand by a third which such party that the Purchaser has determined has given or could believes give rise to a right of indemnification hereunder under this ARTICLE IX (each a “Third Party Claim”), describing in reasonable detail such party shall promptly notify the facts and circumstances with respect to the subject matter indemnifying party of such claim or demandThird Party Claim; provided, however, that the failure to provide such give prompt notice shall not release affect the Sellers from any of its obligations under Section 6 indemnification provided hereunder except to the extent the Purchaser is materially indemnifying party has been actually prejudiced by as a result of such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel notice of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim shall include, based on the subject information then available to such party, a summary in reasonable detail of indemnification hereunder the basis for the claim and a reasonable estimate of the Damages. The indemnifying party shall be entitled, at its own expense. If the Sellers elect , to assume participate in the defense and resolution of such claim; provided, however, that the indemnified party shall have Control over the litigation; provided, further that any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses settlement shall not be determinative of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel existence of or amount of Damages relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate except with the Sellers in consent of the defense indemnifying party, which consent shall not be unreasonably withheld or settlement thereof, delayed and which consent shall be deemed to have been given unless the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser indemnifying party shall have objected in writing within thirty (30) days after a written request for such consent by the right indemnified party. In the event that the Shareholders’ Agent has consented to undertake the defense or any settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, then provided that the Purchaser shall not admit Shareholders’ Agent has acted as directed by the Shareholders as described above, neither the Shareholders’ Agent nor any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without of the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Shareholders shall have any power or authority to object under Section 9.2 or any other provision of this ARTICLE IX to any claim by an Indemnified Person for offset against any amounts payable to the right to participate Shareholders or for indemnity in the settlement or assume or reassume the defense amount of such claim or proceeding at any time by written notice to the Purchasersettlement.

Third Party Claims. The Purchaser shall shall, within three 3 Business Days, give prompt written notice to the Sellers of any pending claim, suit, action or proceeding brought or threatened claim or demand by a third party that (including the Affiliates of the Sellers and the Purchaser has determined has given other than the Company and the dAF-Consolidated Companies) including, for the avoidance of doubt, any audits or could give rise to a right examinations by tax, environmental or other Governmental or Regulatory Authorities in respect of indemnification which the Purchaser may raise claims under Section 6.1 against any Seller hereunder (each a “Third Party Claim”), describing in reasonable detail . In each case of a Third Party Claim the facts and circumstances with respect Purchaser shall (i) make available to the subject matter Sellers a copy of such claim or demand; provided, however, that the failure to provide such notice shall not release documents substantiating the Sellers from any Third Party Claim and of its obligations under Section 6 except all documents relating to the extent the Purchaser is materially prejudiced by such failureThird Party Claim, it being understood (ii) ensure that notices for claims Sellers be provided with all materials, information and assistance they deem relevant in respect of a breach of a representation or warranty must be delivered prior relation to the expiration of the applicable survival period specified in Section 6.1 for such representation Third Party Claim, (iii) be given reasonable opportunity to comment or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to discuss with the Purchaser, the defense Company and/or the relevant dAF-Consolidated Company any measures that are necessary or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect appropriate to assume the defense of any such take or omit in connection with a Third Party Claim, (iv) give the Purchaser may Sellers an opportunity to review and comment on reports of, and to participate in such defensein, but in such case relevant Tax and social security audits or other measures and receive without undue delay copies of all relevant orders (Bescheide) of any Governmental or Regulatory Authority, (v) fully cooperate with the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall Sellers, (vi) provide the Sellers and their advisors with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate permit the Sellers and their advisors to consult with the Sellers directors, employees, representatives and advisors of the Purchaser, the Company and relevant dAF-Consolidated Companies. Any admission of liability made by or on behalf of the Purchaser, the Company or dAF-Consolidated Companies in relation to the defense Third Party Claim or settlement thereofany compromise or settlement, and made without the prior written consent of the Sellers, shall not be binding on the Sellers as to the legal situation or the underlying facts. The failure of the Purchaser to comply with its obligations under this Section 6.3 shall reimburse release the Sellers from their respective obligations under Section 6.1 above or any other liability to the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If reason of the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, if and to the Purchaser shall not admit extent that the Purchaser’s failure to comply with the obligations under this Section 6.3 has actually prejudiced the Sellers in any liability material respect with respect theretoto such Third Party Claim. If a Breach occurred, or settle, compromise or discharge any and all costs and expenses incurred by the Sellers in defending such Third Party Claim without shall be borne by the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If a Breach did not occur, any and all costs and expenses incurred by the Purchaser assumes Sellers in connection with the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser (including reasonable advisor’s fees) shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time be borne by written notice to the Purchaser.

Third Party Claims. The Purchaser shall give prompt Section 8.5.1 By written notice within fifteen (15) days following the delivery of a Claim Notice with respect to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect Stockholders’ Representative may, upon written acknowledgment without qualification of the right to the subject matter of such claim or demand; provided, however, that the failure Indemnified Person to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices be indemnified for claims Damages incurred in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any connection with such Third Party Claim, be entitled to defend the Purchaser may participate Third Party Claim through counsel of the Stockholders’ Representative’s choice (and reasonably acceptable to the Indemnified Person) at the expense of the Company Stockholders to represent the Indemnified Person in connection with such defense, but Third Party Claim (in such which case the fees and expenses of the Purchaser any separate counsel retained by any Indemnified Person shall not be paid by the PurchaserDamages). The Purchaser Stockholders’ Representative shall provide not consent to the Sellers with reasonable access entry of any judgment or enter into any settlement without the consent of the Indemnified Person, such consent not to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewithbe unreasonably withheld. If the Sellers shall fail to undertake any such defense, the Purchaser The Indemnified Person shall have the right to undertake participate at its own expense in the defense of such asserted liability, but shall not be entitled to settle or settlement thereofcompromise such asserted liability without the prior written consent of the Stockholders’ Representative, at such consent not to be unreasonably withheld. Notwithstanding the Sellersforegoing, if the Indemnified Person reasonably determines there is a conflict of interest in connection with the Stockholders’ expense. Whether or not the Sellers shall have assumed the Representative’s defense of a Third Party Claim, the Purchaser shall Indemnified Person (and not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the SellersStockholders’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Representative) shall have the right to participate in the settlement or assume or reassume the defense of defend such claim or proceeding at any time and to be indemnified by written notice to the PurchaserCompany Stockholders for its Damages incurred in connection therewith.

Third Party Claims. The Purchaser Whenever Buyer shall give prompt written notice to learn after the Sellers date hereof of any pending a claim that, if allowed (whether voluntarily or threatened claim by judicial or demand by quasi-judicial tribunal or agency), would constitute a third party that the Purchaser has determined has given breach of, or could give rise to a right an obligation of indemnification hereunder under, any one or more of the warranties, representations, covenants or agreements of the Company or any of the Shareholders as set forth in the Stock Purchase Agreement, before paying the same or agreeing thereto, Buyer shall promptly notify the Shareholders' Representative identified on the signature page hereof (each a “Third Party Claim”), describing the "Shareholders' Representative") in reasonable detail the writing of all such material facts and circumstances within Buyer's knowledge with respect to the subject matter of such claim or demand; providedand the amount thereof. If, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of ten (10) business days from the applicable survival period specified receipt of such notice, the Shareholders' Representative shall request, in Section 6.1 for writing, that the Shareholders' wish to participate in the defense of such representation or warranty. The Sellers claim, the Shareholders' shall have the right, but not the obligation, be permitted to direct, so participate through one counsel of its own choosingchoosing and at their sole expense, which counsel provided that, Buyer under all circumstances shall be reasonably satisfactory to the Purchaser, the defense or settlement retain full control of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of such claim. Counsel for Buyer shall be instructed to periodically report in writing to the Shareholder Representative the status of such defense. The Shareholders shall cooperate with Buyer in such defense and make available to Buyer all such records, materials and other information in their possession or under their reasonable control relating thereto as is reasonably required by Buyer. Buyer shall not pay, settle or compromise any such Third Party Claim, third party claim without the Purchaser may participate in such defense, but in such case the expenses consent of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claimShareholder Representative, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written which consent which shall not be unreasonably delayed withheld; provided that, Buyer shall not be required to refrain from paying any claim which has matured by a court judgment or withheld. If decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall Buyer be required to refrain from paying any claim where the Purchaser assumes delay in paying or settling such claim, in the defense reasonable judgment of Buyer, would result in the foreclosure of a lien upon any such Third Party Claim pursuant of the property or assets then held by Buyer or any of its subsidiaries (including the Company) or where any delay in payment would cause Buyer or any of its subsidiaries a material economic loss; provided further that, Buyer shall not be required to this Section 6.5 and proposes to settle such claim or proceeding notify the Shareholders' Representative prior to a final judgment thereon paying, settling or compromising any claim of less than $5,000. The failure to forgo provide notice as provided in this paragraph shall not excuse the Shareholders from their continuing obligations hereunder; however, the claim shall be reduced by any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice damages to the PurchaserShareholders resulting from Buyer's delay or failure to provide notice as provided in this paragraph.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Parent becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”) which Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VII, Parent shall reasonably promptly notify the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) of such Third Party Claim, and the Securityholder Representative shall be entitled on behalf of the Participating Securityholders (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder shall be entitled), describing in reasonable detail at its expense, to participate in, but not to determine or conduct, the facts defense of such Third Party Claim. The Securityholder Representative shall have the right to receive copies of all pleadings, notices and circumstances communications with respect to the subject matter Third Party Claim to the extent that receipt of such claim or demanddocuments by the Securityholder Representative does not affect any privilege relating to the Indemnified Parties. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such Third Party Claim; provided, however, that except with the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration consent of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the rightSecurityholder Representative (or, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder), no settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant shall be determinative of whether an Indemnified Party is entitled to indemnification hereunder in respect of such Third Party Claim or the amount of Losses relating to such matter. In the event that the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) has consented to any such settlement, the Participating Securityholders (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) shall have no power or authority to object under any provision of this Section 6.5 Article VII to the amount of any claim by Parent against the Escrow Fund in respect of such Third Party Claim. In the event that the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) does not consent to any such settlement, and proposes the Indemnified Parties wish to settle seek indemnification hereunder in respect of such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoThird Party Claim, then the Purchaser Indemnified Parties shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of make such claim or proceeding at any time by written notice indemnification claims pursuant to the Purchaserprocedures set forth in Section 7.4.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Acquirer becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Third-Party Claim”)) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Acquirer shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of any and to settle or resolve such Third Third-Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Holders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the defense extent that receipt of such documents does not affect any privilege relating to any Indemnified Person, subject to execution by the Holders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or settlement thereofpropriety information. However, at the Sellers’ expense. Whether or not the Sellers Acquirer shall have assumed the right in its sole discretion to determine and conduct the defense of a Third any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Purchaser shall Holders’ Agent and its Affiliates may not admit participate in any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the Sellerssettlement, adjustment or compromise thereof). In the event that the Holders’ prior written Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent which shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Holders’ Agent shall have objected within 30 days after a written request therefor by Acquirer), or if the Holders’ Agent shall have been determined to have unreasonably withheld. If , conditioned or delayed its consent to the Purchaser assumes the defense amount of any such Third Party Claim pursuant settlement or resolution, neither the Holders’ Agent nor any Converting Securityholder shall, subject to the limitations set forth in this Section 6.5 and proposes Article VIII, have any power or authority to settle object under this Article VIII to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Shares Fund for indemnity with respect to such settlement or resolution, it being understood that, without the consent of the Holders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed), such settlement or resolution by Acquirer shall not be dispositive of the existence of an indemnifiable claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense amount of such claim or proceeding at any time by written notice to the PurchaserIndemnifiable Damages.

Third Party Claims. The Purchaser shall give prompt written notice In the event Parent becomes aware of a ------------------ third-party claim that Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VII, Parent will notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Shareholder ----------- Representative of such claim, and the Shareholder Representative will be entitled on behalf of the Indemnifying Securityholders, at its expense, to participate in, but not to determine or conduct, the defense of such claim. Parent will have the right in its sole discretion to conduct the defense of, and to settle, any such claim or demandprovided that Parent will in good faith endeavor to allow the Shareholder Representative to participate in any settlement negotiations, subject to confidentiality concerns; provided, however, that except with the failure to provide consent of the Shareholder Representative, no settlement of any such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failureclaim with third-party claimants, it being understood that notices for claims and no judgment in respect of a breach any such claim which Parent shall fail to defend, will be determinative of a representation the amount of Losses relating to such matter. In the event that the Shareholder Representative has consented to any such settlement, the Indemnifying Securityholders (including the Principal Shareholders) will have no power or warranty must be delivered prior authority to object under any provision of this Article VII to the expiration amount of any claim by Parent ----------- against the applicable survival period specified in Escrow Fund or against the Indemnifying Securityholders directly, as the case may be, with respect to such settlement. Notwithstanding the foregoing, this Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel 7.3(i) shall be reasonably satisfactory inapplicable with respect to the Purchaserany Dissenting -------------- Shareholder Payment or Overtime Payment, the defense or and no settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect such claim with respect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses Dissenting Shareholder Payment or Overtime Payment will be determinative of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel amount of Losses relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasermatter.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers of any pending or threatened claim or demand by a third party event that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect Acquiror becomes aware of a breach third-party claim which Acquiror believes may result in a claim against the Escrow Fund by or on behalf of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers an Indemnified Person, Acquiror shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume conduct the defense of and to settle or resolve any such Third Party Claim, claim (and the Purchaser may participate costs and expenses incurred by Acquiror in connection with such defense, but in such case the expenses of the Purchaser settlement or resolution (including reasonable attorneys’ fees , other professionals’ and experts’ fees and court or arbitration costs) shall be paid by included in the PurchaserIndemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder). The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Indemnifying Holders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability negotiations with respect theretoto the third-party claim. However, or settleexcept with the consent of the Indemnifying Holders’ Agent, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed withheld and shall be deemed to have been given unless the Indemnifying Holders’ Agent shall have objected within 15 days after a written request for such consent by Acquiror, no settlement or withheld. If the Purchaser assumes the defense resolution of any such Third Party Claim pursuant claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Indemnifying Holders’ Agent has consented to any such settlement or resolution, none of the Indemnifying Holders’ Agent, the Indemnifying Holders shall have any power or authority to object under Section 8.7 or any other provision of this Section 6.5 and proposes Article VIII to settle such the amount of any claim by or proceeding prior to a final judgment thereon or to forgo on behalf of any appeal Indemnified Person with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice In the event there are third party actions, suits or legal proceedings (the “Proceeding”) for injury or death to persons or damage to property arising out of or relating to events occurring on the Property during the period of Seller's ownership of the Property, to the Sellers extent that they are not caused by, or attributable to, any act or omission of Buyer, its employees, agents, contractors or invitees during the period of Seller's ownership of the Property, then Buyer shall have the right to tender defense of any pending such Proceeding to Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against any losses, damages, liabilities, fines, penalties, charges and all costs and expenses incurred or threatened claim suffered by Buyer in connection with or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect relating to the subject matter of such claim or demandProceeding; provided, however, that Seller shall have no such obligation unless: (a) Buyer notifies Seller in writing within forty-five (45) days of the date Buyer becomes first aware of the commencement of a Proceeding against Buyer (provided that no failure to provide such or delay in giving notice shall not release the Sellers will relieve Seller from any of its obligations under Section 6 indemnity obligation, except to the extent the Purchaser that Seller is materially prejudiced by such failurefailure or delay); (b) Buyer provides Seller with copies of all documents received by Buyer relating to the Proceeding; (c) Buyer gives Seller, it being understood with reputable counsel of Seller's choosing, the sole power to direct and control the settlement and defense of the Proceeding, provided that notices for Seller will not settle a Proceeding without Buyer's consent unless (i) all claims in respect of a breach of a representation or warranty must the Proceeding against Buyer will be delivered prior to the expiration dismissed with prejudice as part of the applicable survival period specified settlement and (ii) the sole relief provided is to be paid in Section 6.1 for such representation full or warranty. The Sellers shall have the right, but not the obligation, performed by Seller; and (d) Buyer uses commercially reasonable efforts to direct, through counsel of cooperate and assist Seller in its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject Proceeding. This Section 7.1.5 shall in no way apply to or alter Buyer's release of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate claims set forth in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records Section 7.1.3(A) and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.7.1.3(B)

Third Party Claims. The If the Purchaser shall give prompt written notice to the Sellers becomes aware of any pending or threatened claim or demand by a third party that claim (a “Third Party Claim”) which the Purchaser has determined has given reasonably believes may result in a claim for indemnification by a Purchaser Indemnified Party pursuant to this Article VIII, the Purchaser shall notify the Stockholders promptly of such claim, and the Stockholders shall be entitled, at their expense, to participate in, but not to determine or could conduct, the defense of such Third Party Claim. If there is a Third Party Claim that, if adversely determined, would give rise to a right of indemnification hereunder (each a “Third Party Claim”)recovery for Losses under the Agreement, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from then any of its obligations under Section 6 except to the extent amounts incurred by the Purchaser is materially prejudiced by such failure, it being understood that notices for claims Indemnified Parties in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any such Third Party Claim Claim, regardless of the subject outcome of indemnification hereunder at such claim, shall be deemed Losses under the Agreement. The Purchaser shall have the right in its own expense. If the Sellers elect sole discretion to assume conduct the defense of, and to settle, any such claim and the Stockholders shall not have a right of approval or consent with respect to any such Third Party Claim; provided, that except with the Purchaser may participate in such defense, but in such case the expenses consent of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access Stockholders (such consent not to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed withheld, conditioned or withheld. If the Purchaser assumes the defense delayed), no settlement of any such Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter or otherwise admissible in any proceeding or used in any way to resolve any dispute with respect to the amount of Losses. If the Stockholders becomes aware of a third party claim (a “Company Third Party Claim”) which they reasonably believe may result in a claim for indemnification by the Stockholders pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoArticle VIII, then the Stockholders shall notify the Purchaser shall give the Sellers prompt written notice thereof promptly of such claim, and the Sellers Stockholders shall be entitled, at his expense, to participate in, but not to determine or conduct, the defense of such Company Third Party Claim. The Purchasers shall have the right in its sole discretion to participate in the settlement or assume or reassume conduct the defense of of, and to settle, any such claim and the Stockholders shall not have a right of approval or consent with respect to any such Company Third Party Claim; provided, that except with the consent of the Stockholders (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any such Company Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter or otherwise admissible in any proceeding at or used in any time by written notice way to resolve any dispute with respect to the Purchaseramount of Losses.

Third Party Claims. The If the Purchaser shall give prompt written notice to the Sellers becomes aware of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder claim (each a “Third Party Claim”)) that the Purchaser reasonably believes may result in a demand for indemnification pursuant to this Section 9, the Purchaser shall notify the Seller or, if the Seller no longer exists, the representative appointed pursuant to Section 7.12, in writing of such claim describing in reasonable detail the facts and circumstances with respect giving rise to the subject matter claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. If the Third Party Claim may result in a claim against the Seller or demandthe Key Shareholders, the Seller or the Key Shareholders shall be entitled, at its expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim; provided, however, that the failure to provide Seller and the Key Shareholders agree and consent, as a condition of such notice entitlement of participation, that the Purchaser’s legal counsel in the Third Party Claim shall not release the Sellers be precluded from any of its obligations under Section 6 except to the extent representing the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect as against the Seller or Key Shareholders if the Seller or Key Shareholders disputes the fact or amount of Purchaser’s claim of a breach of a representation or warranty must be delivered prior Loss related to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantymatter. The Sellers Purchaser shall have the rightright in its sole discretion to conduct the defense of, but not the obligationand to settle, any such claim (other than claims related to direct, through counsel of its own choosingExcluded Liabilities or Pre-Closing Taxes, which counsel shall only be reasonably satisfactory settled with the written consent of Seller or Key Shareholders, as applicable, not to be unreasonably withheld, conditioned or delayed); provided, that, if any claim is settled without the consent of the Seller or Key Shareholders, as applicable, such settlement shall not be dispositive of the existence of an indemnifiable claim or the amount of Losses. If the Seller or Key Shareholders have consented to any such settlement, the Seller or Key Shareholders, as applicable, shall have no power or authority to object to the Purchaser, the defense or settlement amount of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event of the assertion or commencement by any Person of any pending claim, suit, or threatened claim legal proceeding (whether against the Company following any applicable Closing, against the Parent, the Asset Purchaser, the Surviving Corporation or demand by a third party that the Purchaser has determined has given any of their Affiliates or could give rise against any other Person) related to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances this Transaction with respect to which any Indemnified Person may be entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X, (i) the subject matter Asset Purchaser shall promptly notify the Shareholders after the Asset Purchaser receives notice of such claim, suit or legal proceeding, and (ii) the Asset Purchaser shall defend and indemnify the Shareholders from such claims unless it can be proven that the claim is a valid claim for a material breach of this Agreement or demandan inaccuracy of a representation or warranty included in Section 4.1, Section 4.3, Section 4.15, Section 4.16, Section 4.17, Section 4.18 or Subsections 10.2(a)(iii) and 10.2(a)(v), and then only if the Shareholders are given the opportunity to participate in the defense, including a reasonable opportunity to review and approve any settlement. If the Asset Purchaser so proceeds with the defense of any such claim, suit or legal proceeding and is entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X: (a) all reasonable expenses relating to the defense of such claim, suit or legal proceeding shall be deducted by the Surviving Corporation from the Installment Payments payable to the Shareholders; (b) the Shareholders shall make available to the Asset Purchaser any documents and materials reasonably requested by the Asset Purchaser that the Asset Purchaser determines in good faith may be necessary to the defense of such claim, suit or legal proceeding; and (c) the Asset Purchaser shall have the right to settle, adjust or compromise such claim, suit or legal proceeding, provided that the Shareholders shall have a reasonable opportunity to review and approve the settlement. Such third party claims are subject to the Deductible and the Cap, where applicable. If the third party claim is resolved through the courts, the Shareholders may withhold any payments until all rights of appeal are exhausted and the outcome is final. If the Asset Purchaser does not elect to proceed with the defense of any such claim, suit or legal proceeding, the Shareholders shall (at the sole expense of the Shareholders) proceed with the defense of such claim, suit or legal proceeding with counsel reasonably acceptable to the Asset Purchaser; provided, however, that the failure to provide such notice shall Shareholders may not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failuresettle, it being understood that notices for claims in respect of a breach of a representation adjust or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to compromise any such claim, assertion, event suit or legal proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent of the Asset Purchaser (which consent shall not be unreasonably delayed withheld or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserdelayed).

Third Party Claims. The Purchaser shall give prompt If the Buyer Indemnified Parties' request for indemnification arises from the claim of a third party, the written notice shall permit Sellers to assume control of the Sellers defense of any pending such claim, or threatened claim or demand any litigation resulting from such claim. Failure by Sellers to notify the Buyer Indemnified Parties of its election to defend a complaint by a third party that within 5 days shall be a waiver by Sellers of its right to respond to such complaint and within 20 days after notice thereof shall be a waiver by Sellers of its right to assume control of the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter defense of such claim or demand; provided, however, that the failure to provide such notice shall not release the action. If Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration assume control of the applicable survival period specified in Section 6.1 for defense of such representation claim or warranty. The litigation resulting therefrom, Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Sellers shall hold the Buyer Indemnified Parties, to the extent provided in this section 8, harmless from and against all Losses arising out of or resulting from any Third Party Claim the subject settlement approved by Sellers or any judgment in connection with such claim or litigation. Notwithstanding Sellers' assumption of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claimthird-party claim or demand, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Buyer Indemnified Parties shall have the right to participate in the settlement defense of such third-party claim or assume or reassume demand at its own expense. Sellers shall not, in the defense of such claim or proceeding at litigation, consent to entry of any time by judgment or enter into any settlement, except in either case with written notice consent of the Buyer Indemnified Parties, which consent shall not be unreasonably withheld. The Buyer Indemnified Parties shall furnish Sellers in reasonable detail all information such party may have with respect to any such third-party claim and shall make available to Sellers and their representatives all records and other similar materials which are reasonably required in the Purchaserdefense of such third-party claim and shall otherwise cooperate with and assist Sellers in the defense of such third-party claim. If Sellers do not assume control of the defense of any such third-party claim or litigation resulting therefrom, the Buyer Indemnified Parties may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and Sellers shall indemnify the Buyer Indemnified Parties from any Loss indemnifiable under section 8(a) incurred in connection therewith.

Third Party Claims. The Purchaser shall give prompt written notice If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Sellers of any pending or threatened claim or demand by Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party that claim, Acquiror shall have the Purchaser has determined has given right in its sole discretion to conduct the defense of and to settle or could give rise resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a right of indemnification hereunder (each a “Third Party Claim”claim made hereunder), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice Acquiror shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by settle or resolve such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim claim without the Sellers’ prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably delayed withheld, conditioned or withhelddelayed. If The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the Purchaser assumes third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] days after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim settlement or proceeding prior to resolution, or if the Shareholders’ Agent shall have been determined by a final judgment thereon non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to forgo any appeal such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume resolution provided such recovery is otherwise in accordance with the defense terms and provisions of such claim or proceeding at any time by written notice to the Purchaserthis Article IX.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers of If any pending actual or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”)) is made against any Buyer Indemnitee, describing and if such Buyer Indemnitee intends to seek indemnity with respect thereto under this Article X, such Buyer Indemnitee shall, as soon as practicable, notify the Sellers’ Representative of such Third Party Claim; provided that the failure to so notify the Sellers’ Representative shall not relieve the Seller Members of their obligations hereunder, except to the extent that the Seller Members are actually and materially prejudiced thereby. The notice of a Third Party Claim shall include, based on the information then available to Buyer, a summary in reasonable detail of the facts and circumstances with respect basis for the Third Party Claim. The Sellers’ Representative, on behalf of the Seller Members shall, at its sole expense, be entitled to the subject matter participate in any defense of such claim or demandThird Party Claim; provided, however, that Buyer shall have full control over the failure litigation, including settlement and compromise thereof, unless the primary remedy of such settlement or compromise is injunction or other non-monetary relief which is applicable to provide such notice the Seller Members, in which case the Sellers’ Representative’s written consent shall be required, which consent shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failurebe unreasonably withheld, it being understood that notices for claims in respect of a breach of a representation conditioned or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantydelayed. The Sellers Buyer shall have the right, but not the obligation, right in its sole and absolute discretion whether to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of settle any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, and the Purchaser may participate in amount of any settlement payment or extent of any other Liabilities incurred by way of such defensesettlement, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claimprovided, assertion, event or proceeding during normal business hours and shall otherwise cooperate that except with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at consent of the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent Representative (which shall not be unreasonably delayed withheld, conditioned or withheld. If the Purchaser assumes the defense delayed), no settlement of any such Third Party Claim shall be determinative of the amount of Losses relating to such matter or that a Buyer Indemnitee is entitled to indemnification pursuant to this Section 6.5 Article X. In settling any Third Party Claim, Buyer shall not be deemed to be an agent of, and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement no duty, including, without limitation, any fiduciary duty, duty of loyalty, duty of good faith or assume or reassume the defense duty of such claim or proceeding at any time by written notice disclosure, to the PurchaserSeller Members.

Third Party Claims. The Purchaser shall give prompt written If any Buyer Indemnitee receives notice to of the Sellers assertion or commencement of any pending Action made or threatened claim brought by any Person who is not a party to this Agreement or demand by an Affiliate of a third party that to this Agreement or a Representative of the Purchaser has determined has given or could give rise to a right of indemnification hereunder foregoing (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances ) against such Buyer Indemnitee with respect to which a Seller Party is obligated to provide indemnification under this Agreement, Buyer Indemnitee shall give the subject matter Seller Representative reasonably prompt written notice of the Third Party Claim, but in any event not later than thirty (30) calendar days after receipt of such claim or demand; providednotice of such Third Party Claim. The failure to give such prompt written notice shall not, however, that relieve the failure to provide such notice shall not release the Sellers from any Seller Parties of its obligations under Section 6 their indemnification obligations, except and only to the extent that the Purchaser is materially prejudiced Seller Parties forfeit rights or defenses by reason of such failure. Such notice by Buyer Indemnitee shall describe the Third Party Claim in reasonable detail, it being understood that notices for claims in respect shall include copies of a breach of a representation or warranty must be delivered prior to the expiration all material written evidence of the applicable survival period specified in Section 6.1 for such representation Third Party Claim and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or warrantymay be sustained by Buyer Indemnitee. The Sellers Seller Parties shall have the rightright to participate in, but not the obligationor by giving written notice from Seller Representative to Buyer Indemnitee, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party ClaimClaim at the Seller Parties’ expense and by the Seller Parties’ own counsel, the Purchaser may participate and Buyer Indemnitee shall cooperate in good faith in such defense; provided, but in such case that the expenses of the Purchaser Seller Parties shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall not have the right to undertake the defense defend or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes direct the defense of any such Third Party Claim pursuant that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of Seller, or (y) seeks an injunction or other equitable relief against Buyer Indemnitees. In the event that the Seller Parties assume the defense of any Third Party Claim, subject to this Section 6.5 7.4(b), the Seller Parties shall have the right to take such action as they deem necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers on behalf of Buyer Indemnitee. Buyer Indemnitee shall have the right to participate in the settlement defense of any Third Party Claim with counsel selected by it subject to the Seller Parties’ right to control the defense of the Third Party Claim. The fees and disbursements of such counsel shall be at the expense of the Seller Parties. If the Seller Parties elect not to compromise or assume defend such Third Party Claim, fail to promptly notify Buyer Indemnitee in writing of their election to defend as provided in this Agreement, or reassume fail to diligently prosecute the defense of such claim Third Party Claim, Buyer Indemnitee may, subject to Section 7.4(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or proceeding at relating to such Third Party Claim. The Seller Parties and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any time by written notice Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the Purchaserdefending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. The Purchaser shall give prompt If Buyer or the Company receives written notice of a third-party claim that Buyer reasonably believes may result in a Liability Claim by or on behalf of an Indemnified Person, Buyer will notify the Representative (or the applicable Indemnitor) of such third-party claim and provide the Representative (or the applicable Indemnitor) the opportunity to participate at his own cost in, but not direct or conduct, any defense of such claim, except that the Representative (or the applicable Indemnitor) shall not be provided such opportunity to the Sellers extent that Buyer determines in good faith that such participation would reasonably be likely to result in the waiver or other loss of any pending attorney-client privilege applicable to such documents or threatened claim information or demand disclosure of attorney work product prepared by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing for counsel for Buyer or any Indemnified Person in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims the Buyer shall use its reasonable efforts to minimize the amounts of the possible Losses arising in respect of a breach of a representation or warranty must be delivered prior relation thereto to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyextent within its control. The Sellers shall Representative’s participation will be subject to Buyer’s right to control such defense. Buyer will have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to settle any such claim, assertionbut if the Representative does not consent in writing to the settlement, event the settlement will not be determinative of the amount of Losses relating to such matter or proceeding during normal business hours and whether such Losses are indemnifiable Losses under this Article 6 that shall otherwise cooperate with be eventually determined according to the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewitharbitration procedure provided under Section 7.13. If the Sellers Representative consents in writing to the settlement, which consent shall fail be deemed to undertake any such defense, have been given unless the Purchaser Representative shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense objected within twenty Business Days after receipt of a Third Party Claimwritten request for such consent from Buyer, neither the Purchaser shall not admit Representative nor any liability Indemnitor will have any power or authority to object to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect thereto, or settle, compromise or discharge to such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasersettlement.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers In case of any pending claim brought or threatened claim or demand by a third party that party, including, but not limited to, claims brought by Tax or other Governmental Authorities, against Buyer or any companies of the Purchaser has determined Group, which may qualify as a breach of a Representation or Warranty made by Seller under Article 6 and which has given or could give rise to a right of indemnification hereunder an Indemnification Notice by Buyer made in accordance with Article 9.1.2 (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Seller shall have the right, but not the obligation, to direct, through counsel of at its own choosing, option which counsel shall be reasonably satisfactory to exercised in writing within fifteen (15) Business Days of the Purchaserreceipt of the Indemnification Notice, the defense or settlement of any Third Party Claim the subject of indemnification hereunder and at its own expense. If , to take the Sellers elect to assume control of the defense defense, negotiation and settlement of any such Third Party Claim, unless the Purchaser may participate amount to be indemnified to the Buyer for such Third Party Claim exceeds the Cap (in such defenseevent the Buyer shall take the exclusive control of the defense of the Third Party Claim and, but by doing so, does not forfeit its right to receive indemnification from Seller under this Article 9.1). If the Seller decides to defend or settle a Third Party Claim, it shall keep the Buyer informed and shall consult with it and its advisors with respect thereto and shall act reasonably and in good faith taking into account reasonable comments from the Buyer. The Buyer shall in such case cause the expenses of Group Companies to execute all necessary documents to enable the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access Seller to its records act on their behalf and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, Seller by (i) giving it and the Sellers shall reimburse the Purchaser for all its designees reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereofaccess, at normal office hours and without disturbing the Sellers’ expensebusiness and operations of the Group Companies, to all relevant records (provided such information shall be treated as strictly confidential in accordance with Article 10.1 and used solely for the defence of the Third Party Claim) and (ii) designating such legal counsel to defend them as the Seller shall indicate. Whether or not the Sellers shall have assumed The conduct of the defense of a Third Party Claim by the Seller shall be deemed to constitute an admission of liability to pay a Refund to the Buyer in respect of any loss resulting from such Third Party Claim. If the Seller decides not to defend or settle a Third Party Claim, the Purchaser Buyer shall not admit defend or otherwise deal with any liability with respect thereto, or settle, compromise or discharge such Third Party Claim in the best interests of the relevant Group Company and as if the Buyer was not entitled to the payment provided for herein. Furthermore, the Buyer will act reasonably and in its good faith judgment. In such case, the Buyer shall keep the Seller informed of the progress of the Third Party Claim and its defense, and shall with reasonable promptness provide the Seller with copies of all material notices, written communications and filings (including court papers) made by or on behalf of any of the parties to the underlying claim. The Seller shall have the right to be consulted in respect of such Third Party Claim and to participate at its own expense and with counsel of its choice in the defense thereof and the Buyer shall afford the Seller and its counsel the opportunity to comment and the right to object (which right shall not be unreasonably exercised) with respect to the conduct of the defense of the Third Party Claim. Buyer shall not and shall procure that the Group Companies shall not settle any such claims without the Sellers’ prior written consent of Seller which shall not be unreasonably delayed withheld or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserdelayed.

Third Party Claims. The Purchaser shall give prompt written notice In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Party is entitled to indemnification, compensation, or reimbursement under Section 8.2 or (b) if determined adversely to Acquiror or any other Indemnified Party, would provide a basis for a claim under any of the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder Indemnifiable Matters (each such claim, a “Third Party Claim”), describing Acquiror shall have the right in reasonable detail its sole discretion to conduct the facts defense of and circumstances to settle or resolve any such claim, and the costs and expenses incurred by Acquiror in connection with respect to the subject matter investigation and defense of such claim (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or demand; providedarbitration costs) (such costs and expenses, howeverthe “Defense Costs”) shall be deemed Losses for which Acquiror is entitled to indemnification, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except compensation and reimbursement in accordance with and to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims provided in respect of a breach of a representation or warranty must be delivered prior to the expiration this Article VIII regardless of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel outcome of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Securityholder Representative shall have the right to undertake receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the defense extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to the execution by the Securityholder Representative of Acquiror’s (and, if required such third party’s) standard non-disclosure agreement to the extent such materials contain confidential or settlement thereofproprietary [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. information, and shall be entitled, at the Sellers’ expense. Whether expense of the Securityholder Representative (on behalf of Company Securityholders), to participate in, but not to determine or not the Sellers shall have assumed the conduct, any defense of a the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the Purchaser shall not admit any liability with respect theretoconsent of the Securityholder Representative, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed withheld, conditioned, or withheld. If delayed, and which shall be deemed to have been given unless the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Securityholder Representative shall have objected within thirty (30) days after a written request for such consent by Acquiror, the right to participate amount paid in the settlement or assume or reassume the defense resolution of any such claim or proceeding at any time by written notice to the Purchaserthird-party claimant shall not be determinative of the existence of or amount of Losses relating to such matter. In the event that the Securityholder Representative has consented to any such settlement or resolution and provided that such amounts do not exceed the limitations on indemnification set forth herein, neither the Securityholder Representative nor the Company Securityholders shall have any power or authority to object under Section 8.6(b) or any other provision of this Article VIII to the amount of any claim by or on behalf of any Indemnified Party against the Escrow Fund, the Total Earnout Consideration (if any) or directly against such Company Securityholders for indemnity with respect to such settlement or resolution.

Third Party Claims. The Purchaser In the event that Parent becomes aware of a Third-Party Claim that Parent in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Parent shall give prompt written notice have the right in its sole discretion to determine and conduct the defense of and, subject to the Sellers of any pending proviso hereto, to settle or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third otherwise resolve such Third-Party Claim”), describing and the costs and expenses incurred by Parent or its Affiliates in connection with defense, enforcement, settlement, or resolution (including reasonable detail out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the facts Losses for which Parent shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and circumstances such costs and expenses shall constitute Losses subject to indemnification under Section 7.02 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with respect to the subject a matter of such claim or demandlisted in Section 7.02; provided, however, that the failure to provide such notice Indemnified Parties shall not release the Sellers from agree to any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation settlement or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense resolution of any such Third Third-Party Claim, Claim without the Purchaser may participate in such defense, but in such case the expenses prior written consent of the Purchaser Shareholder Representative (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be paid deemed to have been given unless the Shareholder Representative shall have objected within thirty (30) days after a written request therefor by the PurchaserParent). The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Shareholder Representative shall have the right to undertake receive, and Parent shall reasonably promptly provide to the Shareholder Representative, copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, and Parent shall keep the Shareholder Representative reasonably apprised of the status of such Third-Party Claim and the defense or settlement thereof, and shall consider in good faith recommendations made by the Shareholder Representative with respect thereto. The Shareholder Representative and its Affiliates may participate in any Third-Party Claim or any action related to such Third-Party Claim at the Sellers’ its own cost and expense. Whether In the event that the Shareholder Representative has consented to the amount of any settlement or not the Sellers shall have assumed the defense resolution by Parent of a Third any such Third-Party Claim, or if the Purchaser Shareholder Representative shall not admit any liability with respect theretohave been determined by a court of competent jurisdiction to have unreasonably withheld, conditioned, or settle, compromise or discharge such Third Party Claim without delayed its consent to the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense amount of any such Third settlement or resolution, neither the Shareholder Representative nor any Shareholder shall have any power or authority to object under this Article 7 to the amount of any Indemnification Claim by or on behalf of any Indemnified Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers event Parent becomes aware of any pending or threatened a claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder Third Party (each a “Third Third-Party Claim”)) that Parent in good faith believes may result in a claim for Damages by or on behalf of an Indemnified Person, describing Parent shall have the right in reasonable detail its sole discretion to conduct the facts defense of and circumstances to settle or resolve such Third-Party Claim and the costs and expenses incurred by Parent in connection with respect such defense, settlement or resolution (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which Parent shall be entitled to the subject matter of such seek indemnification pursuant to a claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantymade hereunder. The Sellers shall have the rightright to receive copies of all pleadings, but not the obligation, notices and communications with respect to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory such Third-Party Claim to the Purchaserextent that receipt of such documents does not affect any privilege relating to any Indemnified Person, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If to execution by the Sellers elect of Parent’s (and, if required, such Third Party’s) standard non-disclosure agreement to assume the extent that such materials contain confidential or propriety information. However, Parent shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third Third-Party Claim. Unless otherwise consented to in writing in advance by Parent in its sole discretion, the Purchaser Sellers and their Affiliates may not participate in any Third-Party Claim or any action related to such defenseThird-Party Claim (including any discussions or negotiations in connection with the settlement, but in adjustment or compromise thereof). In the event that the Sellers have consented to the amount of any settlement or resolution by Parent of any such case the expenses of the Purchaser claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access deemed to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not been given unless the Sellers shall have assumed the defense of objected within twenty (20) days after a Third Party Claim, the Purchaser shall not admit any liability with respect theretowritten request therefor by Parent), or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and if the Sellers shall have been determined to have unreasonably withheld, conditioned or delayed its consent to the right to participate in the amount of any such settlement or assume resolution, the Sellers and Indemnifying Party (a) shall not have any power or reassume the defense of such claim or proceeding at any time by written notice authority to object under this Article IX to the Purchaseramount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such Third-Party Claim.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers of any pending or threatened claim or demand by a third party that event the Purchaser has determined has given or could give rise to becomes aware of a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such third-party claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent which the Purchaser is materially prejudiced in good faith believes may result in an Indemnification Claim against the Escrow Fund by such failure, it being understood that notices for claims in respect or on behalf of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the an Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defenseIndemnified Party, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third Party Claim, and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys' fees, other professionals' and experts' fees and court or arbitration costs) shall not admit any liability constitute Losses for which the Purchaser may seek indemnification pursuant to an Indemnification Claim made hereunder). The Stockholder Representative shall have the right, upon request, to periodically receive copies of all material pleadings, material notices and material communications with respect theretoto the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Purchaser Indemnified Party and shall be entitled, at its expense, to participate in, but not to determine or settleconduct, compromise any defense of the third-party claim or discharge such Third Party Claim without settlement negotiations with respect to the Sellers’ prior written third-party claim. However, except with the consent of the Stockholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Stockholder Representative shall have objected within fifteen (15) days after a written request for such consent by the Purchaser), no settlement or withheld. If resolution by the Purchaser assumes the defense of any claim that gives rise to an Indemnification Claim against the Escrow Fund by or on behalf of a Purchaser Indemnified Party shall be determinative of the existence of or amount of Losses relating to such Third matter. In the event that the Stockholder Representative has consented to any such settlement or resolution, neither the Stockholder Representative nor any Series G Holder shall have any power or authority to object under Section 9.2 or any other provision of this Article 9 to the amount of any Indemnification Claim by or on behalf of any Purchaser Indemnified Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal against the Escrow Fund for indemnity with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserresolution.

Third Party Claims. The Purchaser shall give prompt written notice In the event Acquirer becomes aware of a third-party claim that Xxxxxxxx believes may result in a claim for indemnification pursuant to the Sellers this Article VIII by or on behalf of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder an Indemnified Person (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Acquirer shall have the right, but not the obligation, right in its sole discretion to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, conduct the defense of, and to settle or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claimresolve, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertionincluding paying and/or agreeing to pay, event in settlement or proceeding during normal business hours resolution of such claim, any amounts to the third party making such claim (such amounts, collectively, a “Settlement Payment”). The costs and expenses incurred by Acquirer in connection with any investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall otherwise cooperate with constitute Indemnifiable Damages for which the Sellers in Indemnified Persons shall be indemnified to the defense extent an indemnification claim therefor is made under this Article VIII, whether or settlement thereofnot it is ultimately determined that such third-party claim is itself indemnifiable under Section 8.2, and neither the Sellers Stockholders’ Agent nor any Indemnifying Party shall reimburse have any power or authority to object to recovery by or on behalf of any Indemnified Person (against the Purchaser Holdback Fund or otherwise) for all its reasonable out-of-pocket expenses in connection therewithany Indemnifiable Damages claimed with respect to such Defense Costs. If the Sellers shall fail to undertake any such defense, the Purchaser The Stockholders’ Agent shall have the right to undertake receive copies of all pleadings, notices and communications with respect to such third-party claim to the defense extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Stockholders’ Agent of Acquirer’s standard non-disclosure agreement to the extent that such materials contain confidential or settlement thereofproprietary information. In the event that Acquirer determines to settle or resolve any such third-party claim and make a Settlement Payment in connection therewith, at Acquirer shall seek the Sellersconsent of the Stockholders’ expenseAgent to such Settlement Payment. Whether If the Stockholders’ Agent (i) has consented to such Settlement Payment or not (ii) unreasonably withholds, conditions or delays giving such consent to such Settlement Payment (provided that such consent shall be deemed to have been given unless the Sellers Stockholders’ Agent shall have assumed objected within 15 days after a written request for such consent by Acquirer), then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determinative and binding upon the Indemnifying Parties and neither the Stockholders’ Agent nor any Indemnifying Party shall have any power or authority to object to recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with respect to such Settlement Payment. If the Stockholders’ Agent has not consented to such Settlement Payment and such consent was not either (i) unreasonably withheld, conditioned or delayed or (ii) deemed given for failure to object within 15 days after a written request therefor, then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determined in the manner applicable to indemnification claims made pursuant to this Article VIII. If Acquirer does not elect to conduct the defense of a Third Party Claim, then Acquirer shall timely provide the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the SellersStockholders’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have Agent the right to participate in the settlement or assume or reassume the defense of defend such claim or proceeding in a manner acceptable to Acquirer at any time by written notice to the Purchasersole expense of the Stockholders’ Agent.

Third Party Claims. The Purchaser In the event Acquiror becomes aware of a third-party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall give prompt written notice to promptly notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Shareholders' Agent of such claim. Acquiror shall have the right to settle any such claim or demandwith the written consent of the Shareholders' Agent, which consent shall not be unreasonably withheld; provided, however, that the failure Shareholders' Agent may, at his option, direct the settlement negotiations other than for claims related to provide (i) the Target Intellectual Property or (ii) disputes or disagreements with customers of Acquiror or Target. In the event that the Shareholders' Agent has consented to any such notice settlement, neither the Former Target Shareholders nor the Shareholders' Agent shall not release the Sellers from have any of its obligations power or authority to object under Section 6 except 8.7 or any other provision of this Agreement to the extent amount of any claim by Acquiror against the Purchaser Escrow Fund for indemnity with respect to such settlement. If any proceeding is materially prejudiced by such failurecommenced, it being understood that notices for claims or if any claim, demand or assessment is asserted, in respect of which a breach claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) the Target Intellectual Property or (ii) claims made by customers of a representation Acquiror or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the PurchaserTarget, the defense Shareholders' Agent may, at his option, contest or settlement of defend any Third Party Claim such action, proceeding, claim, demand or assessment, with counsel selected by the subject of indemnification hereunder at its own expense. If Shareholder Agent who is reasonably acceptable to Acquiror; provided, however, that if Acquiror shall reasonably object to such control, then the Sellers elect to assume Shareholders' Agent and Acquiror shall cooperate in the defense of any such Third Party Claimmatter; provided further, that the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser Shareholders' Agent shall not admit any liability with respect thereto, thereto or settle, compromise compromise, pay or discharge such Third Party Claim the same without the Sellers’ prior written consent of Acquiror, which consent shall not be unreasonably delayed or withheld. If With respect to any claim for indemnification based on matters relating to the Purchaser assumes Target Intellectual Property, or customers of Target or Acquiror, Acquiror shall have the option to defend any such proceeding with counsel reasonably satisfactory to the Shareholders' Agent; provided, however, that Acquiror shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Shareholders' Agent, which consent shall not be unreasonably withheld. The Shareholder Agent or Acquiror, whichever is not controlling the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretomatter, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right be entitled to participate in such defense, at Acquiror's or the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserFormer Target Shareholders' expense.

Third Party Claims. The Purchaser In the event Parent becomes aware of a third-party claim which Parent believes may result in a demand against the Escrow Funds, Parent shall give prompt written notice to as promptly as practicable notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Stockholder Agent of such claim or demandclaim; provided, however, that the failure of Parent to promptly provide such notice shall not release affect the Sellers from any right of its obligations under Section 6 Parent or the other Indemnified Parties to indemnification hereunder, except to the extent the Purchaser such failure is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior prejudicial to the expiration rights of the applicable survival period specified Company Stockholders under such claim. Parent will have the right to proceed with the defense of such claims on its own; provided, however, that, except as provided below, the Stockholder Agent, as representative for the Company Stockholders, shall be entitled (but not required), at the expense of the Company Stockholders payable by the Company Stockholders out of funds other than the Stockholder Escrow Fund, to participate in Section 6.1 for the defense of such representation or warrantyclaim. The Sellers Parent shall have the rightright in its sole discretion to settle any such claim; provided, but not however, that (i) Parent shall first consult with Stockholder Agent regarding such settlement, (ii) Parent shall not, without the obligationprior written consent of the Stockholder Agent, settle any demand for appraisal or purchase of Company Capital Stock for an amount that exceeds the amount of Merger Consideration payable pursuant to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory Section 1.7(a) to the PurchaserCompany Stockholder making such demand and (iii) except with the consent of the Stockholder Agent, the defense or no settlement of any Third Party Claim such claim with third-party claimants shall be determinative of whether the subject Indemnified Parties are entitled to indemnification pursuant to this Section 7.2 or the amount of indemnification hereunder at such indemnification, if any. Notwithstanding any provision of this Agreement to the contrary, without the prior written consent of Parent (which consent Parent may withhold in its own expense. If sole discretion), neither the Sellers elect Stockholder Agent nor any Company Stockholder shall be permitted to assume participate in the defense of any such Third claims, disputes, disagreements or proceedings involving the Technology Party Claimif Parent, French Parent or any other Indemnified Party (other than the Purchaser may participate in such defenseSurviving Corporation) is a party to, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such or involved in, a claim, assertiondispute, event disagreement or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserTechnology Party.

Third Party Claims. The Purchaser In the event Parent becomes aware of a third-party claim which Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VIII, Parent shall notify the Stockholder Representative of such claim, and the Stockholder Representative shall be entitled on behalf of the Company Stockholders, at its expense, to participate in (including receiving copies of all documents prepared or received by Parent in connection therewith), but not to determine or conduct, the defense of such claim. Parent shall give prompt written notice to the Sellers Stockholder Representative periodic updates regarding the progress of any pending or threatened the claim or demand by and shall consult with the Stockholder Representative regarding the defense of the claim. If there is a third party that the Purchaser has claim that, if adversely determined has given or could would give rise to a right of indemnification hereunder recovery for Losses hereunder, then any amounts incurred or accrued by the Indemnified Parties in defense of such third-party claim (each a “Third Party Claim”including reasonable counter-claims), describing in reasonable detail regardless of the facts and circumstances with respect to the subject matter outcome of such claim or demandclaim, shall be deemed Losses hereunder. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration consent of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the rightStockholder Representative, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or no settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses claim with third-party claimants shall be determinative of the Purchaser shall be paid by amount of Losses relating to such matter. In the Purchaser. The Purchaser shall provide event that the Sellers with reasonable access to its records and personnel relating Stockholder Representative has consented to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defensesettlement, the Purchaser Company Stockholders shall have no power or authority to object under any provision of this Article VIII to the amount of any claim by Parent against the Escrow Fund with respect to such settlement. Notwithstanding the foregoing, the Stockholder Representative shall have the right on behalf of the Company Stockholders, in his sole discretion, to undertake conduct the defense or settlement thereofof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or and to settle, compromise or discharge any third-party claim relating solely to the federal income Tax returns of the Company for periods in which the Company filed Form 1120-S, provided that any settlement of such Third Party Claim without a claims shall be subject to the Sellers’ prior written consent review and approval of Parent, which shall will not be unreasonably withheld, delayed or withheld. If the Purchaser assumes the defense of any conditioned and provided further that such Third Party Claim pursuant settlement amount, to this Section 6.5 and proposes to settle extent such claim amount is paid by Parent or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoan Indemnified Party, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserbe deemed Losses hereunder.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers Seller of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of for indemnification hereunder (each a “Third Party Claim”)under this Section 5.1, describing stating in reasonable detail the facts and circumstances nature thereof. If any such demand arises out of a claim made against Purchaser by any Person not party to this Agreement or affiliated with respect a party to the subject matter of such claim or demand; providedthis Agreement, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the also state whether Purchaser is materially prejudiced by such failure, it being understood that notices for claims (1) has made payment in respect of a breach of a representation or warranty must be delivered prior to the expiration full of the applicable survival period specified third-party claim, (2) has compromised and made payment of the compromised third-party claim, or (3) disputes the third-party claim and intends to defend against it in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expensegood faith. If the Sellers elect Purchaser elects to assume the defense of any defend against such Third Party Claima claim, the Seller shall cooperate with Purchaser may participate in such defense, but in such case the expenses of the shall make available to Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its all records and personnel relating to any such claim, assertion, event other materials in its possession or proceeding during normal business hours control and shall otherwise cooperate with the Sellers reasonably required by Purchaser in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in such defense, provided that Purchaser shall at all times control such defense. If Pxxxxxxxx does not intend to defend against the settlement or assume or reassume the defense third-party claim and has not made payment in full of such claim or proceeding compromised and duly made payment of the compromised claim, then within 15 days after Purchaser’s notice is given, the Indemnifying Parties shall either (i) make payment in full of the claim, (ii) compromise and make payment of the compromised claim, or (iii) notify Purchaser that it disputes the claim and intends to defend against it in good faith. If the Indemnifying Parties shall defend against the third-party claim, Purchaser and such other Indemnified Party(ies), as applicable, shall reasonably cooperate in such defense, shall make available to them all records and other materials in its possession or control reasonably required by them in such defense, and shall have the right to participate in such defense. For clarity, none of the foregoing shall impair the other limitations on Seller’s and Seller’s indemnification obligations set forth in this Article 5, including under Sections 5.1(c) and (d). Any defense assumed by the Indemnifying Party(ies) shall be conducted at any time by written notice to the Purchasersuch Indemnify Party(ies)’ sole cost and Expense.

Third Party Claims. The Purchaser 7.2.1 Claims for which Parent is the Indemnified Party. With respect ------------------------------------------------ to any claims or demands by third parties upon which Parent is entitled to indemnification hereunder, other than claims or demands covered by Section 7.3, whenever Parent shall give prompt have received a written notice to the Sellers of any pending or threatened that such a claim or demand by a third party that has been asserted or threatened, Parent shall notify the Purchaser has determined has given or could give rise to a right of indemnification hereunder "Holders' Representative"' (each a “Third Party Claim”), describing as designated in reasonable detail the facts and circumstances with respect to the subject matter Escrow Agreement) of such claim or demand; provideddemand and of the facts within Parent's knowledge that relate thereto within a reasonable time after receiving such written notice. The Holders' Representative shall then have the right to contest, howevernegotiate or settle any such claim or demand through counsel of their own selection, that satisfactory to Parent and solely at their own cost, risk, and expense. Notwithstanding the failure to provide such notice preceding sentence, the Holders' Representative shall not release settle, compromise, or offer to settle or compromise any such claim or demand without the Sellers from prior written consent of Parent, which consent shall not be unreasonably withheld or delayed. By way of illustration and not limitation it is understood that Parent may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent for the Business Condition of Parent or any of its obligations under Section 6 except Subsidiaries. Parent shall not have the right to object to a settlement which consists solely of the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect payment of a breach of a representation or warranty must be delivered prior monetary damage amount and which is subject to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of full indemnification hereunder at its own expenseunder this Agreement. If the Sellers elect Holders' Representative fails to assume the defense give written notice to Parent of their intention to contest or settle any such Third Party Claimclaim or demand within twenty (20) calendar days after Parent has notified the Holders' Representative that any such claim or demand has been made in writing and received by Parent, the Purchaser may participate in or if any such defense, notice is given but in any such case the expenses of the Purchaser shall be paid claim or demand is not promptly contested by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claimHolders' Representative, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Parent shall have the right to undertake satisfy and discharge the defense or settlement thereofsame by payment, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect theretocompromise, or settleotherwise, compromise or discharge such Third Party Claim without in accordance with the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate procedures set forth in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserEscrow Agreement.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand If a Claim by a third party that is made against an Indemnified Person, and if such Indemnified Person intends to seek indemnity with respect thereto under this Section 8, such Indemnified Person shall promptly notify the Purchaser has determined has given or could give rise to a right Indemnitor in writing of indemnification hereunder (each a “Third Party Claim”)such Claims, describing setting forth such Claims in reasonable detail the facts and circumstances with respect to the subject matter detail. The Indemnitor shall have twenty (20) Business Days after receipt of such claim notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or demanddefense thereof, and the Indemnified Person shall cooperate with it in connection therewith; provided, however, that the failure to provide Indemnified Person may participate in such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced settlement or defense through counsel chosen by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder Indemnified Person and paid at its own expense; and provided further, that if in the opinion of counsel for such Indemnified Person there is a reasonable likelihood of a conflict of interest between the Indemnitor and the Indemnified Person, the Indemnitor shall be responsible for reasonable fees and expenses of one counsel to such Indemnified Person in connection with such defense. The Indemnified Person shall not pay or settle any such Claim without the consent of the Indemnitor. If the Sellers elect Indemnitor does not notify the Indemnified Person within twenty (20) Business Days after receipt of the Indemnified Person’s notice of a Claim of indemnity hereunder that it elects to assume undertake the defense of any such Third Party Claimthereof, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Indemnified Person shall have the right to undertake the defense or settlement thereofundertake, at the Sellers’ Indemnitor’s cost, risk and expense. Whether or not the Sellers shall have assumed , the defense of a Third Party Claim, the Purchaser Claim but shall not admit thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitor shall not, except with the consent of the Indemnified Person, enter into any settlement that includes any obligations of the Indemnified Person other than the payment of money by the Indemnitor on its behalf and that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Indemnified Persons (i.e., Seller Parent Indemnified Persons or Buyer Indemnified Persons, as the case may be) of an unconditional release from all liability with respect thereto, to such Claim or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense to entry of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserjudgment.

Third Party Claims. The In the event Purchaser becomes aware of a third-party claim which Purchaser believes may result in a demand against the Indemnification Escrow Fund, Purchaser shall give prompt written notice promptly notify the Shareholders’ Representative of such claim, and the Shareholders’ Representative, as representative for the Shareholders, shall be entitled, at his expense (which expense shall pursuant to and subject to the Sellers limitations set forth in Section 1.7(f) be payable out of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”Indemnification Escrow Fund), describing to participate in reasonable detail any defense of such claim. If the facts amount in controversy in connection with any third-party claim shall be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 8.2(d)) and circumstances with respect the Shareholders’ Representative acknowledges in writing to Purchaser that if the subject matter allegations in such claim are in fact true then any liability arising from the adjudication or other settlement of such claim or demand; provided, however, that would be for the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration account of the applicable survival period specified Shareholders and would be a valid claim against the Indemnification Escrow Fund, then the Shareholders’ Representative shall be entitled to assume the defense of such claim and, if at the time any settlement of such claim shall be proposed, the amount in controversy shall continue to be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 6.1 for such representation or warranty. The Sellers 8.2(d)), shall have the right, but power to settle such claim in an amount not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expenseexceed such remaining value. If the Sellers elect Shareholders’ Representative is not entitled to or chooses not to assume the defense of any such Third Party Claimclaim, Purchaser shall consult with and attempt to solicit the Purchaser may participate in such defense, but in such case the expenses consent of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers Shareholders’ Representative prior to and in connection with reasonable access to its records and personnel relating to any settlement of any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the but Purchaser shall have the right in its sole discretion to undertake settle any such claim. If any such claim is, however, settled without the defense or consent of the Shareholders’ Representative and Purchaser seeks to recover the amount of the settlement thereof, at by claiming against the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party ClaimIndemnification Escrow Fund, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense settlement of any such Third Party Claim pursuant claim with third-party claimants shall not alone be determinative of the amount of any claim against the Indemnification Escrow Fund and the Shareholders’ Representative may dispute such amount through the process provided by Section 8.2(j). In the event that the Shareholders’ Representative has consented in writing to any such settlement and acknowledged that the claim by Purchaser is a valid claim against the Indemnification Escrow Fund, the Shareholders’ Representative shall have no power or authority to object under any provision of this Section 6.5 and proposes Article VIII to settle such the amount of any claim or proceeding prior to a final judgment thereon or to forgo any appeal by Purchaser against the Indemnification Escrow Fund with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasersettlement.

Third Party Claims. The Purchaser If Parent receives notice of a third-party claim that Parent believes may result in a demand for monetary damages against the Escrow Fund, Parent shall give prompt written notice notify the Stockholder Agents in writing of such claim (but the failure to notify either or both of the Stockholder Agents shall not relieve the indemnifying party of its obligations hereunder unless (and then solely to the Sellers extent) that the Stockholder Agents prove that, had the Stockholder Agents been so notified the Stockholder Agents would have made a specific suggestion to Parent concerning the resolution of the third-party claim which Parent would have followed and that would have materially improved the outcome of the third-party claim for Parent) and Parent shall reasonably consider any reasonable suggestions or comments made by the Stockholder Agents with respect to such third-party claim (provided, that Parent may accept or reject any such suggestion or comment in its sole discretion and for any reason whatsoever), and the Stockholder Agents shall be entitled on behalf of the Signing Company Stockholders, at the Stockholder Agents’ expense, to participate in, but not to determine or conduct, the defense of such third-party claim. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with CONFIDENTIAL the consent of the Stockholder Agents, no settlement of any pending such claim with third-party claimants shall be determinative of the amount of any claim against the Escrow Fund. The Stockholder Agents may make suggestions to Parent concerning the resolution of any third-party claim, which Parent will consider, accept or threatened reject in its sole discretion. If the Stockholder Agents have consented to any such settlement, the Stockholder Agents shall have no power or authority to object under any provision of this ARTICLE VIII to the amount of any claim or demand by a third Parent against the Escrow Fund with respect to and in the amount of such settlement. If there is third-party that the Purchaser has claim that, if adversely determined has given or could would give rise to a right of indemnification hereunder (each a “Third Party Claim”)recovery for Losses hereunder, describing then any amounts incurred or accrued in reasonable detail the facts and circumstances with respect to the subject matter defense of such claim or demand; providedthird-party claim, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration regardless of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel outcome of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserdeemed Losses hereunder.

Third Party Claims. The Purchaser shall give prompt written notice to Should any claim be made against Buyer, the Sellers of Company or any pending or threatened claim or demand Subsidiary by a third person not a party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances this Agreement with respect to any matter to which the indemnity set forth in Section 9(a) relates (a "Third-Party Claim"), then Buyer shall promptly give the Stockholders written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If a Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for such representation or warranty. The Sellers 9(a), the Stockholder shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat his sole expense, to direct, through on his own behalf and with counsel of its his own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Buyer. In such defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Third-Party Claim, Buyer shall cooperate with and assist the Purchaser Stockholder as is reasonable and may participate therein with its own counsel at its sole expense, and Buyer's written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating whole or in part, to any claim for indemnification by Buyer, except only to the extent that such claim, assertion, event or proceeding during normal business hours and failure by Buyer shall otherwise cooperate with result in a material prejudice to the Sellers in Stockholders. If a Stockholder does not notify Buyer within ten (10) days after receipt of Buyer's written notice of a Third-Party Claim that the Stockholder intends to undertake the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 9(a), or if after undertaking such defense the Purchaser for all its reasonable out-of-pocket expenses Stockholder fails to pursue such defense in connection therewith. If the Sellers shall fail to undertake any such defensea prudent manner, the Purchaser then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholders, jointly and severally, shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as a Stockholder has given Buyer timely notice that the Stockholder will undertake the defense or settlement thereof, at of the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Third-Party Claim, the Purchaser and is defending such Third-Party Claim in good faith, Buyer shall not admit pay or settle any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without the Sellers’ prior written consent of the defending Stockholder, which shall not be unreasonably delayed withheld or withheld. If delayed, unless the Purchaser assumes continued unresolved existence of such Third-Party Claim may have, in Buyer's reasonable judgment, a material adverse effect on the defense business of Buyer, the Company or any Subsidiary, or on Buyer, the Company or the any Subsidiary (including, but not limited to, any attachment, lien or other encumbrance on Buyer, the Company or any Subsidiary, or their assets, any refusal of any suppliers or customers of Buyer, the Company or any Subsidiary to do business with Buyer, the Company or any Subsidiary while such Third-Party Claim is pending, or if the continued unresolved existence of any such Third Third-Party Claim pursuant would constitute a default or an event of default under any loan or other credit facilities to this Section 6.5 and proposes to settle such claim which Buyer, the Company or proceeding prior to any Subsidiary is a final judgment thereon or to forgo party), in any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers of which cases Buyer shall have the right to participate settle such Third-Party Claim, and the Stockholders, jointly and severally, shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer, the Company and the Subsidiaries in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserrespect thereof.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers If any Indemnity Claim is based upon any claim, demand, suit or action of any pending or threatened claim or demand by a third party that against Lessee or the Purchaser has determined has given or could give rise to leased premises (a right of indemnification hereunder (each a “"Third Party Claim”"), describing in reasonable detail then Lessee, at the facts and circumstances time it gives Lessors the Notice of Claim with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, shall: Offer to Lessors the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access option to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed Lessors assume the defense of a such Third Party Claim, which option shall be exercised by Lessors (if they elect to exercise) by written notice to Lessee within fifteen (15) days after Lessee gives written notice to Lessors thereof. If Lessors so exercise such option, then Lessors shall, at their own expense, assume the Purchaser defense of such Third Party Claim, and shall not admit upon the final determination thereof fully discharge at their own expense all liability of Lessee with respect to such Third Party Claim, and shall be entitled, in their sole discretion and at their sole expense but without any liability with respect theretoof Lessee therefor, or settle, to compromise or discharge settle such Third Party Claim without upon terms acceptable to them. From the Sellers’ prior written consent which time Lessors so assume such defense and while such defense is pursued diligently and in good faith, Lessors shall not be unreasonably delayed have no further liability for attorneys' fees or withheld. If the Purchaser assumes the other costs of defense of any thereafter incurred by Lessee in connection with such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoClaim; PROVIDED HOWEVER, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers that Lessee shall have the right to participate in (but not control) such defense; or If Lessors do not make the election provided in subparagraph (1) above, Lessee shall undertake to defend such Third Party claim itself. It shall conduct such defense as would a reasonable and prudent person to whom no indemnity were available, shall permit Lessors (at their sole expense) to participate in (but not control) such defense, and shall not settle or compromise such Third Party Claim without the consent of Lessors to such settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchasercompromise (which consent shall not unreasonably be withheld).

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers If Newco becomes aware of any pending or threatened a claim or demand by of a third party (including for all purposes of this Section 6.4, any Governmental Authority) that the Purchaser has determined has given Newco believes, in good faith, may result in a claim by it or could give rise to a right of indemnification hereunder (each a “Third Party Claim”)any other Newco Indemnitee against Intel, describing in reasonable detail the facts and circumstances with respect to the subject matter Newco shall notify Intel of such claim or demandas promptly as practicable; provided, however, that the any failure to provide such notice so notify Intel shall not release the Sellers from any relieve Intel of its obligations under Section 6 hereunder, except to the extent the Purchaser is such failure shall have materially adversely prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyIntel. The Sellers Intel shall have the right, but not the obligationduty, to directassume and conduct the defense of such claim at its expense; provided, through counsel however, that Intel may not assume control of the defense of a suit or proceeding involving criminal liability. Intel shall conduct such defense in a commercially reasonable manner, and shall be authorized to settle any such claim without the consent of Newco, provided, however, that: (a) Intel shall not be authorized to encumber any assets of Newco or agree to any restriction that would apply to Newco or the conduct of Newco’s business; (b) Intel shall have paid or caused to be paid any amounts arising out of such settlement; (c) a condition to any such settlement shall be a complete release of Newco and any other Newco Indemnitee against whom such claim has been made with respect to such third party claim; and (d) Intel shall not be authorized to settle any claim that would reasonably be expected to have a material effect on a Tax liability of Newco that is not subject to indemnification by Intel hereunder without Newco’s consent, which consent shall not be unreasonably withheld or delayed. With respect to any claim for which Intel assumes the defense of Newco, Newco shall be entitled to participate in (but not control) the defense of such third party claim, with its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder and at its own expense. If the Sellers elect , and Newco shall take such action as Intel shall reasonably request to assume assist Intel in the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such third party claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers provided that Intel shall reimburse the Purchaser Newco for all its any reasonable out-of-pocket expenses incurred in connection therewithtaking any such requested action. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or Intel does not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes assume the defense of any third party claim in accordance with the provisions hereof, Newco may defend such Third Party Claim pursuant to this Section 6.5 third party claim in a commercially reasonable manner and proposes to may settle such third party claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt after giving written notice of the terms thereof to Intel, and the Sellers such legal expenses shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice be indemnifiable Losses hereunder to the Purchaserextent that Newco is determined to be entitled to indemnification hereunder for such third party claim.

Third Party Claims. The (a) If Purchaser receives written notice of a third-party claim which Purchaser believes would reasonably be expected to result in a Loss, Purchaser will notify Seller of such third-party claim with reasonable promptness and in any case no later than twenty (20) Business Days (ten (10) Business Days with regard to Tax matters) after Purchaser or the Company becomes aware of the occurrence of the event or circumstances giving rise to the claim, or within a shorter period if the circumstances so demands (in particular with regard to Tax matters or if urgent action is required). This notification shall include a full and complete copy of any document received from the third-party and any other supporting material relevant to the assessment of the third-party claim in the possession of Purchaser that can readily be provided. Purchaser shall give prompt written notice provide Seller the opportunity to take part at its own cost in, but not direct or conduct, any defense of such claim Seller may request that counsel of its choice be involved at its expense in the proceeding alongside counsel to the Sellers Company and/or Purchaser. Seller and its counsel will have access to any documentation and information required in connection with the proceeding, provided that they shall keep confidential any such documentation and information and subject to any privilege of Purchaser, the Company or its Subsidiaries in respect thereto. However, no settlement of any pending kind shall be agreed upon without the prior written consent of Seller. If Seller consents to any such settlement, Seller will not have any power or threatened authority to object to the amount or validity of any claim by or demand by a third party that the Purchaser has determined has given or could give rise to a right on behalf of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances any Indemnified Person for indemnity with respect to such settlement. Notwithstanding any other provision of this Agreement, all reasonable costs and expenses of defense and investigation, including court costs and reasonable attorneys’ fees incurred or suffered by the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims Indemnified Persons in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume connection with the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such third-party claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail will constitute Losses subject to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this indemnification under Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser7.1.

Third Party Claims. The If a Claim is made against Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that for which Purchaser may be entitled to indemnification under Section 12.1, Purchaser shall give notice (the "Indemnity Notice") to Seller specifying the particulars of such Claim forthwith and in any event within thirty (30) days after it receives notification of the Claim. Failure to give such no- xxxx within such time period shall not prejudice the rights of Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect except to the subject matter of such claim or demand; provided, however, extent that the failure to provide give such notice shall not release materially adversely affects the Sellers from any ability of its obligations under Section 6 except Seller to defend the Claim or to cure the breach or incorrectness of the representation, warranty, covenant or agreement giving rise to the extent the Purchaser is materially prejudiced by such failure, it being understood Claim or that notices for claims in respect of Seller suffers damages as a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantyresult thereof. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Seller shall have the right to participate in any negotiations or proceedings with respect to such Claim at its own expense. Purchaser shall not settle or compromise any such Claim without the settlement or assume or reassume prior written con- sent of Seller, which shall not be unreasonably refused. Purchaser shall co-operate in all reasonable respects in the defense of such claim Claim but at the expense of Seller. If Seller fails, after the giving of such notice, diligently and reasonably to defend such Claim throughout the period that such Claim exists, its right to defend the Claim shall terminate and Purchaser may assume the defense of such Claim at the sole expense of Seller. In such event, Purchaser may compromise or proceeding at any time settle such Claim, without the consent of Seller. If Purchaser becomes aware of a possible infringement by written a third party on the Low Energy Cartridge (LEC) Technology, the Intellectual Property and the name Low Energy Cartridge (LEC), it shall give notice to the PurchaserSeller of such possible infringement.

Third Party Claims. The If Purchaser shall give prompt written notice to the Sellers of any pending is sued or threatened claim or demand to be sued by a third party that the party, including without limitation any governmental entity, or if Purchaser has determined has given is subjected to any audit or could examination by any Tax authority, which may give rise to a right claim of indemnification hereunder Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party claim (each a “Third Party Claim”but in no event later than ten (10) Business Days after Purchaser became aware of such claim). Purchaser shall ensure that Seller shall be provided with all materials, describing information and assistance relevant in reasonable detail the facts and circumstances with respect relation to the subject matter third-party claim, be given reasonable opportunity to comment or discuss with Purchaser any measures which Seller proposes to take or omit in connection with a third-party claim. No admission of such liability shall be made by Purchaser and the third-party claim or demand; provided, however, that the failure to provide such notice shall not release be compromised, disposed of, or settled without the Sellers from any prior written consent of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failureSeller. Further, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel Seller shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder entitled at its own expensediscretion and expense to take such action, or cause Purchaser to take such action as Seller shall deem necessary to avoid, dispute, deny, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. If PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. defend, resist, appeal, compromise, or contest such third-party claim in the Sellers elect to assume the defense name and on behalf of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser. Purchaser shall be give, subject to it being paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail costs and expenses, all such information and assistance, as described above, including access to undertake any such defense, the Purchaser shall have premises and personnel and including the right to undertake examine and copy or photograph any assets, accounts, documents, records and electronically stored data, for the defense purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit contesting any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to liability as Seller or its professional advisers may reasonably request. To the extent that Seller is in breach of a final judgment thereon or to forgo guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such third-party claim in accordance with instructions from Seller shall be borne by Seller. If it turns out that Seller was not in breach, any appeal out-of-pocket expenses reasonably incurred by Seller in connection with respect theretothe defence shall be borne by Purchaser. In case of a breach of the aforesaid obligations, then the Purchaser shall give only be entitled to claim damages based on the Sellers prompt written notice thereof respective breach of guarantee (i) if and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the extent the damage suffered did not result from Purchaser’s breach of the aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against any third party as a result of Purchaser’s breach of obligation.

Third Party Claims. The Purchaser In the event Parent becomes aware of a third-party claim that Parent believes may result in a claim for indemnification pursuant to this Article 9 by or on behalf of an Indemnified Person, Parent shall give prompt written notice have the right in its sole discretion to conduct the Sellers defense of and to settle or resolve any pending such claim (and the costs and expenses incurred by Parent in connection with any investigation, defense, settlement or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or demand; provided, however, arbitration costs) shall be included in the Indemnifiable Damages for which Parent may seek indemnification pursuant to a claim made hereunder and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 9.02 whether or not it is ultimately determined that the failure to provide such notice shall not release the Sellers from any of its obligations third-party claim itself is indemnifiable under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty9.02). The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Holders’ Agent shall have the right to undertake the defense or settlement thereofreceive copies of all pleadings, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability notices and communications with respect thereto, to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Holders’ Agent of Parent’s standard non-disclosure agreement to the extent that such materials contain confidential or settle, compromise proprietary information. In the event of settlement or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense resolution by Parent of any such Third Party Claim claim that gives rise to a claim for indemnification pursuant to this Section 6.5 Article 9 by or on behalf of an Indemnified Person, the existence and proposes amount of Indemnifiable Damages relating to settle such claim matter shall be determinative and binding upon the Effective Time Holders if the Holders’ Agent has consented to any such settlement or proceeding prior resolution, or if the Holders’ Agent unreasonably withholds, conditions or delays giving such consent to such settlement or resolution (either, an “Indemnifiable Settlement”); provided that such consent of the Holders’ Agent shall be deemed to have been given unless the Holders’ Agent shall have objected within 15 days after a final judgment thereon written request for such consent by Parent. Neither the Holders’ Agent nor any Effective Time Holder shall have any power or authority to forgo object under this Article 9 to recovery by or on behalf of any appeal Indemnified Person (against the Escrow Fund or otherwise) for any Indemnifiable Damages claimed with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaseran Indemnifiable Settlement.

Third Party Claims. The Purchaser In the event Buyer or the Surviving Corporation receives written notice of a third-party claim (a "Third Party Claim") which Buyer reasonably expects may result in a demand against the Escrow Fund, Buyer shall give provide the Shareholder Representatives with reasonably prompt written notice thereof. The Shareholder Representatives, as representative for the Shareholders, shall have the right to participate in or, by giving written notice to Buyer, to assume the Sellers defense of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”Claim at the expense of the Escrow Fund and by counsel selected by the Shareholder Representatives (which counsel must be reasonably satisfactory to Buyer), describing and Buyer will cooperate in reasonable detail the facts good faith (and circumstances with respect shall be permitted to the subject matter of participate at Buyer's expense) in such claim or demanddefense; provided, however, that the failure to provide such notice Shareholder Representatives shall not release the Sellers from any of its obligations under Section 6 except be entitled to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration assume control of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim that (i) could reasonably be expected to have any impact on the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses ongoing operations or goodwill of the Purchaser shall Surviving Corporation or Buyer or their intellectual property or (ii) could reasonably be paid by expected to result in Losses in excess of the PurchaserEscrow Fund. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Buyer shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a settle any Third Party ClaimClaim contemplated by clause (i) or (ii) above; provided, the Purchaser shall not admit however, that if Buyer settles any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior Shareholder Representatives' written consent (which consent shall not be unreasonably withheld or delayed), Buyer may not make a claim against the Escrow Fund with respect to the amount of Losses incurred by Buyer in such settlement unless the Shareholder Representatives unreasonably withheld or delayed or withheld. If such consent; provided, further, that the Purchaser assumes the defense of Shareholder Representatives may not settle any such Third Party Claim pursuant without Buyer's written consent (which consent shall not be unreasonably withheld or delayed). In the event that the Shareholder Representatives have consented to any such settlement, the Shareholder Representatives shall have no power or authority to object under any provision of this Section 6.5 and proposes Article 7 to settle such the amount of any claim or proceeding prior to a final judgment thereon or to forgo any appeal by Buyer against the Escrow Fund with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaseramount of Losses incurred by Buyer in such settlement as consented to by the Shareholder Representatives.

Third Party Claims. The In the event Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect becomes aware of a breach third-party claim which Purchaser believes may result in a claim for indemnification pursuant to this ARTICLE 9 by or on behalf of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the rightan Indemnified Person, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right in its sole discretion to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed conduct the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, and to settle or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of resolve any such Third Party Claim claim (and the costs and expenses incurred by Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Purchaser may seek indemnification pursuant to this Section 6.5 and proposes to settle such a claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers made hereunder). The Company Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Company Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Company Shareholder shall have objected within 15 days after a written request for such consent by Purchaser, no settlement or assume resolution by Purchaser of any claim that gives rise to a claim by or reassume on behalf of an Indemnified Person shall be determinative of the defense existence of or amount of Indemnifiable Damages relating to such claim matter. In the event that the Company Shareholder has consented to any such settlement or proceeding at resolution, the Company Shareholder shall not have any time by written notice power or authority to object under Section 9.5 or any other provision of this ARTICLE 9 to the Purchaseramount of any claim by or on behalf of any Indemnified Persons for indemnity with respect to and in accordance with such consented settlement or resolution. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Third Party Claims. The Each Purchaser shall agrees to give the Company prompt written notice to the Sellers of any pending claim, assertion, event or threatened claim or demand proceeding by a third party that the Purchaser of which it has determined has given or could give rise actual knowledge concerning any Losses as to a right of which it intends to request indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantythis Agreement. The Sellers Company shall have the right, but not the obligation, right to direct, through counsel of its the Company's own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim such claim or proceeding at the subject of indemnification hereunder at its Company's own expense. If the Sellers elect Company elects to assume the defense of any such Third Party Claimclaim or proceeding, the such Purchaser may participate in such defense, but in such case the expenses of the such Purchaser shall be paid by the such Purchaser. The Such Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers Company in the defense or settlement thereof, and the Sellers Company shall reimburse the such Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers Company elects to direct the defense of any such claim or proceeding, such Purchaser shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Company consents in writing to such payment or unless the Company, subject to the last sentence of this Section 13.3, withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Company is entered against such Purchaser for such liability. If the Company shall fail to undertake defend any such claim or proceeding, or if, after commencing or undertaking any defense, fails to prosecute or withdraws from such defense, the such Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ Company's expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge If such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim claim or proceeding pursuant to this Section 6.5 13.3 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any forego appeal with respect thereto, then the such Purchaser shall give the Sellers Company prompt written notice thereof and the Sellers Company shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserproceeding.

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers of any pending or threatened claim or demand by If a third party that asserts a Claim against any Indemnified Person, the Purchaser has determined has given or could Indemnified Person shall promptly give rise notice of such Claim in accordance with Section 7.3 above. The Principal Shareholders and/or Shareholders shall be entitled to a right assume the defense of indemnification hereunder (each a “Third Party such Claim”), describing in reasonable detail including the facts and circumstances with respect employment of counsel reasonably satisfactory to the subject matter of such claim or demandIndemnified Person; provided, however, that, in the event that the failure Indemnified Person reasonably determines in good faith that such Indemnified Person's interests with respect to provide such notice shall Claim cannot release appropriately be represented by the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by Shareholders, such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers Indemnified Person shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect right to assume control of the defense of such Claim and to have such Indemnified Person's reasonable expenses reimbursed promptly with respect to such Claim. In addition, in the event that the Principal Shareholders and Shareholders, within a reasonable time after notice of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake defend any Indemnified Person, such defense, Indemnified Person (upon further notice to the Purchaser Principal Shareholders and Shareholders) shall have the right to undertake the defense or settlement thereof, at of such Claim for the Sellers’ expenseaccount of the Principal Shareholders and Shareholders and to have such Indemnified Person's reasonable expenses reimbursed promptly with respect to such Claim. Whether or not the Sellers shall have assumed Regardless of which party is controlling the defense of a Third Party any Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge no settlement of such Third Party Claim may be agreed to without the Sellers’ prior written consent of each of the Indemnified Person, which consent shall not be unreasonably delayed or withheld. If The controlling party shall deliver, or cause to be delivered, to the Purchaser assumes other parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Third Party Claim pursuant Claim, and timely notices of any hearing or other court proceeding relating to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserClaim.

Third Party Claims. The Purchaser In the event Acquiror becomes aware of a third- ------------------ party claim which Acquiror believes will result in a demand against the Escrow Fund, Acquiror shall give prompt written notice to promptly notify the Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Stockholders' Agent of such claim. Acquiror shall have the right to settle any such claim or demandwith the written consent of the Stockholders' Agent; provided, however, that the failure Stockholders' Agent may, at his option, direct the settlement negotiations other than for claims related to provide (i) the intellectual property of Target or (ii) disputes or disagreements with customers of Acquiror or Target. In the event that the Stockholders' Agent has consented in writing to any such notice settlement and specifically acknowledges in writing that such consent is with respect to a valid claim of Acquiror against the Escrow Fund, then neither the Former Target Stockholders nor the Stockholders' Agent shall not release the Sellers from have any of its obligations power or authority to object under Section 6 except 8.7 or any other provision of this Agreement to the extent amount of any claim by Acquiror against the Purchaser Escrow Fund for indemnity with respect to such settlement. If any proceeding is materially prejudiced by such failurecommenced, it being understood that notices for claims or if any claim, demand or assessment is asserted, in respect of which a breach claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) the intellectual property of a representation Target or warranty must be delivered prior to the expiration (ii) claims made by customers of the applicable survival period specified in Section 6.1 for such representation Acquiror or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the PurchaserTarget, the defense Stockholders' Agent may, at his option, contest or settlement of defend any Third Party Claim such action, proceeding, claim, demand or assessment, with counsel selected by the subject of indemnification hereunder at its own expense. If Stockholder Agent who is reasonably acceptable to Acquiror; provided, however, that if Acquiror shall reasonably object to such control, then the Sellers elect to assume Stockholders' Agent and Acquiror shall cooperate in the defense of any such Third Party Claimmatter; provided further, that the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser Stockholders' Agent shall not admit any liability with respect thereto, thereto or settle, compromise compromise, pay or discharge such Third Party Claim the same without the Sellers’ prior written consent of Acquiror, which consent shall not be unreasonably delayed or withheld. If With respect to any claim for indemnification based on matters relating to the Purchaser assumes intellectual property of Target, or customers of Target or Acquiror, Acquiror shall have the option to defend any such proceeding with counsel reasonably satisfactory to the Stockholders' Agent; provided, however, that Acquiror shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Stockholders' Agent, which consent shall not be unreasonably withheld. The Stockholder Agent or Acquiror, whichever is not controlling the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretomatter, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right be entitled to participate in such defense, at Acquiror's or the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserFormer Target Stockholders' expense.

Third Party Claims. The Purchaser shall give prompt written notice In the event there are third party actions, suits or legal proceedings (the “Proceeding”) for injury or death to persons or damage to property arising out of or relating to events occurring on the Property during the period of Seller’s ownership of the Property, to the Sellers extent that they are not caused by, or attributable to, any act or omission of Buyer, its employees, agents, contractors or invitees during the period of Seller’s ownership of the Property, then Buyer shall have the right to tender defense of any pending such Proceeding to Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against any losses, damages, liabilities, fines, penalties, charges and all costs and expenses incurred or threatened claim suffered by Buyer in connection with or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect relating to the subject matter of such claim or demandProceeding; provided, however, that Seller shall have no such obligation unless: (a) Buyer notifies Seller in writing within forty-five (45) days of the date Buyer becomes first aware of the commencement of a Proceeding against Buyer (provided that no failure to provide such or delay in giving notice shall not release the Sellers will relieve Seller from any of its obligations under Section 6 indemnity obligation, except to the extent the Purchaser that Seller is materially prejudiced by such failurefailure or delay); (b) Buyer provides Seller with copies of all documents received by Buyer relating to the Proceeding; (c) Buyer gives Seller, it being understood with reputable counsel of Seller’s choosing, the sole power to direct and control the settlement and defense of the Proceeding, provided that notices for Seller will not settle a Proceeding without Buyer’s consent unless (i) all claims in respect of a breach of a representation or warranty must the Proceeding against Buyer will be delivered prior to the expiration dismissed with prejudice as part of the applicable survival period specified settlement and (ii) the sole relief provided is to be paid in Section 6.1 for such representation full or warranty. The Sellers shall have the right, but not the obligation, performed by Seller; and (d) Buyer uses commercially reasonable efforts to direct, through counsel of cooperate and assist Seller in its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject Proceeding. This Section 7.1.5 shall in no way apply to or alter Buyer’s release of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate claims set forth in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records Section 7.1.3(A) and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaser.7.1.3(B)

Third Party Claims. The Purchaser shall give prompt written notice to the Sellers If Parent becomes aware of any pending or threatened claim or demand by a third party that claim (a “Third Party Claim”) which Parent reasonably believes may result in a claim for indemnification by a Parent Indemnified Party pursuant to this Article IX (except for claims with respect to indemnification pursuant to Section 9.2(a)(xii), which shall be governed by Section 8.2), Parent shall notify the Purchaser has determined has given Securityholder Representative promptly of such claim, and the Securityholder Representative shall be entitled on behalf of the Company Securityholders, at their expense, to participate in, but not to determine or could conduct, the defense of such Third Party Claim. If there is a Third Party Claim that, if adversely determined, would give rise to a right of indemnification hereunder (each a “Third Party Claim”)recovery for Losses under the Agreement, describing then any amounts incurred by the Parent Indemnified Parties in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any such Third Party Claim Claim, regardless of the subject outcome of indemnification hereunder at such claim, shall be deemed Losses under the Agreement. Parent shall have the right in its own expense. If the Sellers elect sole discretion to assume conduct the defense of, and to settle, any such claim and the Securityholder Representative and the Company Securityholders shall not have a right of approval or consent with respect to any such Third Party Claim; provided, that except with the Purchaser may participate in such defense, but in such case the expenses consent of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access Securityholder Representative (such consent not to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed withheld, conditioned or withheld. If the Purchaser assumes the defense delayed), no settlement of any such Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter. If the Securityholder Representative has consented to any such settlement, the Company Securityholders and the Indemnifying Holders shall have no power or authority to object under any provision of this Article IX to the amount of such settlement, adjustment or compromise constituting a Payable Claim. If the Securityholder Representative (on behalf of any Company Indemnified Party) becomes aware of a third party claim (a “Company Third Party Claim”) which such the Securityholder Representative reasonably believes may result in a claim for indemnification by any Company Indemnified Party pursuant to this Section 6.5 and proposes to settle Article IX, the Securityholder Representative shall notify Parent promptly of such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoclaim, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers Securityholder Representative shall be entitled on behalf of the Company Indemnified Parties, at their expense, to participate in, but not to determine or conduct, the defense of such Company Third Party Claim. Parent shall have the right in its sole discretion to participate in the settlement or assume or reassume conduct the defense of, and to settle, any such claim and the Securityholder Representative and the Company Securityholders shall not have a right of approval or consent with respect to any such Company Third Party Claim; provided, that except with the consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any such Company Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter. If the Securityholder Representative has consented to any such settlement, the Company Indemnified Parties shall have no power or authority to object under any provision of this Article IX to the amount of such claim settlement, adjustment or proceeding at any time by written notice to the Purchasercompromise constituting such claim.

Third Party Claims. The Purchaser shall give prompt written notice to Should any claim be made against Buyer or the Sellers of any pending or threatened claim or demand Company by a third person not a party that to this Agreement with respect to any matter to which the Purchaser has determined has given or could give rise to a right of indemnification hereunder indemnity set forth in Section 9(a) relates (each a “Third Third-Party Claim”), describing then Buyer shall promptly give the Stockholders written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Stockholders acknowledge to Buyer in reasonable detail the facts and circumstances with respect writing that such Third-Party Claim is subject to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified indemnity set forth in Section 6.1 for such representation or warranty. The Sellers 9(a), the Stockholders shall have the rightright to defend or settle any such Third-Party Claim, but not the obligationat his sole expense, to direct, through on his own behalf and with counsel of its his own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the Buyer. In such defense or settlement of any Third Third-Party Claim Claim, Buyer shall cooperate with and assist the subject of indemnification hereunder Stockholders as is reasonable and may participate therein with its own counsel at its own sole expense, and Buyer’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholders. If the Sellers elect Stockholders do not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholders intend to assume undertake the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and that such claim is subject to the Sellers shall reimburse indemnity set forth in Section 9(a), or if after undertaking such defense the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall Stockholders fail to undertake any pursue such defensedefense in a prudent manner, the Purchaser then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholders shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the Stockholders have given Buyer timely notice that the Stockholders will undertake the defense or settlement thereof, at of the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Third-Party Claim, the Purchaser and are defending such Third-Party Claim in good faith, Buyer shall not admit pay or settle any liability with respect thereto, or settle, compromise or discharge such Third Third-Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If of the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the PurchaserStockholders.

Third Party Claims. The Purchaser shall Buyer agrees to give Sellers' Representative prompt written notice to the Sellers of any pending claim, assertion, event or threatened claim proceeding by or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach third party of a representation which it has Knowledge concerning any liability or warranty must be delivered prior damage as to the expiration of the applicable survival period specified in Section 6.1 for such representation or warrantywhich it may request indemnification hereunder. The Sellers shall have the right, but not the obligation, right to direct, through counsel of its their own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser claim or proceeding; Buyer may participate in such defense, but in such case the expenses of the Purchaser Buyer shall be paid by the PurchaserBuyer. The Purchaser Buyer shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the and aid at Sellers' request Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser Buyer for all its reasonable out-of-pocket expenses in connection therewith. If Sellers elect to direct the defense of any such claim or proceeding, Buyer shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Sellers' Representative consents in writing to such payment or unless Sellers, subject to the last sentence of this subsection (b), withdraw from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of Sellers is entered against Buyer for such liability. If Sellers shall fail to undertake defend, or if, after commencing or undertaking any such defense, the Purchaser fail to prosecute or withdraw from such defense, Buyer shall have the right to undertake the defense or settlement thereof, at the Sellers’ ' expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser Buyer assumes the defense of any such Third Party Claim claim or proceeding pursuant to this Section 6.5 subsection (b) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any forego appeal with respect thereto, then the Purchaser Buyer shall give the Sellers prompt written notice thereof thereof, and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the Purchaserproceeding.

Third Party Claims. The Purchaser shall give prompt written notice to In the Sellers case of any pending or threatened claim or demand by a third party that Action as to which indemnification is sought by an Indemnitee, the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice Indemnitor shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect have 30 days after receipt of a breach of a representation or warranty must be delivered prior Claim Notice to notify the expiration of the applicable survival period specified in Section 6.1 for Indemnitee that it elects to conduct and control such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder Action at its own expense. If the Sellers elect to assume Indemnitor does not give the defense of any such Third Party Claimforegoing notice, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser Indemnitee shall have the right to undertake conduct and control such Action (without prejudice to the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim Indemnitee’s right to seek indemnification pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect theretoArticle IX), then provided, that the Purchaser Indemnitee shall give permit the Sellers prompt written notice thereof and the Sellers shall have the right Indemnitor to participate in the settlement or assume or reassume the defense conduct of such claim Action through counsel chosen by the Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor gives the foregoing notice, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to conduct and control such Action, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or proceeding at settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any time such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by written notice the Indemnitee or any violation by the Indemnitee of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement (other than the PurchaserBasket, if applicable) and (iv) such settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such claim. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.