Common use of Third Party Claims Clause in Contracts

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.

Third Party Claims. Promptly after In the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party event that subsequent to the Closing any Person entitled to indemnification under this Agreement (in either case an “"Indemnified Party”") receives notice of notice the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, without limitation, any Federal, state or local domestic or foreign Governmental Authority) (a "Third Party Claim") against such Indemnified Party by a third party (a “Claim”)Party, such Indemnified Party shall, if a Claim with respect thereto to which a party to this Agreement is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be required to provide indemnification under this Agreement (in either case an “"Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim"), the Indemnified Party shall reasonably cooperate in give written notice to the Indemnifying Party as promptly as practicable after learning of such defense so long as the Indemnified Party is not materially prejudiced therebyclaim. The Indemnified Indemnifying Party may retain separate co-counsel at its sole cost shall not have the right to conduct the defense or compromise and expense and may settle any such Third Party Claim; however, any Indemnifying Party shall be entitled to participate in the defense of such claim. Neither Third Party Claim at such Indemnifying Party's expense, and at the Indemnifying Party's option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally or regionally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party nor any assuming control of such defense it shall first (x) verify to the Indemnified Party will consent, in writing that such Indemnifying Party shall be fully responsible for all Liabilities relating to such claim for indemnification and that (without the prior written consent of the other, regard to any dollar limitations otherwise set forth herein) such Indemnifying Party shall provide full indemnification to the entry of any judgment or enter into any settlement Indemnified Party with respect to such Claim that does not include as an unconditional term thereof the action, lawsuit, proceeding, investigation or other claim giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification hereunder and shall provide reasonable access (y) enter into an agreement with the Indemnified Party in form and substance reasonably satisfactory to all booksthe Indemnified Party that unconditionally guarantees the payment and performance of any Liability which may arise with respect to such action, records lawsuit, proceeding, investigation or facts giving rise to such claim for indemnification hereunder; and personnel in their possession or under their control which would have a bearing on such Claim.provided further, that:

Third Party Claims. Promptly after the receipt by either any party of notice of any claim, action, suit or proceeding by any Person who is not a Contributor party to this Agreement (collectively, an "Action"), which Action is subject to indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (a) admits in writing to the Indemnified Party the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 11, (b) notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense, (c) provides evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay the amount, if any, for which the Indemnified Party may be liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement of the Action, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or a KHC (iii) the Indemnified Party (will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in either any such case an “Indemnified Party”) of notice that portion of the commencement fees and expenses of any action against such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section 11 will be paid by the Indemnifying Party. No Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give will take any unilateral action at any time which may affect the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights liability of the Indemnifying Party. If the Claim relates to Losses No Indemnified Party will settle or compromise any such Action for which the Indemnified Party it is entitled to indemnification pursuant to under this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, Agreement without the prior written consent of the other, to the entry of Indemnifying Party or take any judgment unilateral action (other than actions expressly required or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving permitted by the claimant or provisions of this Agreement) at any time which may affect the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by Party, unless the Indemnifying Party orhas failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 11.4. No Indemnifying Party will settle or compromise any such Action (iiA) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the reasonable written opinion case of counsel any Action relating to the Indemnified Party's liability for any tax, a conflict or potential conflict exists between either if the Indemnifying Party and effect of such settlement would be an increase in the liability of the Indemnified Party which would materially prejudice for the payment of any tax for any period beginning after the Closing Date, unless the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise Party consents in writing to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession compromise or under their control which would have a bearing on such Claimsettlement.

Third Party Claims. Promptly (but in no event more than fifteen (15) days) after the receipt by either a Contributor the Indemnified Party under Section 15(a) or a KHC Indemnified Party (in either case an “Indemnified Party”Section 15(b) of written notice of the commencement of any action Proceeding against such Indemnified Party by a third party (a “Claim”)it, such Indemnified Party shallwill, if a Claim with respect thereto claim is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to by such Indemnified Party along with a copy against an indemnifying party under any such Section (the "Indemnifying Party"), give notice to the Indemnifying Party of the Claim. The commencement of such Proceeding, but the failure to give such notice shall notify the Indemnifying Party will not relieve the Indemnifying Party from of any obligation under this Section 8 liability that it may have to any Indemnified Party, except where, and then solely to the extent thatthat the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. Thereafter, such failure actually and materially prejudices the rights of Indemnified Party shall deliver to the Indemnifying Party. If the Claim relates to Losses for which , promptly following receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Proceeding. If any Proceeding is entitled brought against an Indemnified Party and it gives notice to indemnification pursuant to this Section 8the Indemnifying Party of such Proceeding, the Indemnifying Party shall have will be entitled to participate in such Proceeding and, to the right extent that it wishes, to defend assume the defense of such Claim, at the Indemnifying Party’s expense and Proceeding with counsel of its choice reasonably satisfactory to the Indemnified PartyParty and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 15 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding. If the Indemnifying Party assumes the defense of a Proceeding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding unless such Claimsettlement, compromise or judgment includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability with respect to such Proceeding. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Proceeding. In no event shall reasonably cooperate in such defense so long as the an Indemnified Party consent to the entry of judgment or enter into any compromise or settlement with respect to a claim for which it is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party seeking or will consent, seek indemnification without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.

Third Party Claims. Promptly after the receipt by either a Contributor If an Indemnified Party receives notice or otherwise learns of the assertion by a KHC Person other than an Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Third Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give which the Members and Contributor or KHC, as the case Indemnifying Party may be (in either case an “obligated to provide indemnification under this ARTICLE 10, the Indemnified Party shall promptly deliver a Claims Notice to the Indemnifying Party”) written notice thereof in reasonable detail in light ; provided, however, that no delay or deficiency on the part of the circumstances then known to such Indemnified Party along with a copy of in so notifying the Claim. The failure to give such notice Indemnifying Party shall not relieve the Indemnifying Party from of any obligation under this Section 8 liability hereunder except where, and then solely to the extent that, such failure actually and delay or deficiency materially prejudices or otherwise materially adversely affects the rights of the Indemnifying Party with respect thereto. Within thirty (30) days after delivery of a Claims Notice, the Indemnifying Party may, upon written notice to the Indemnified Party, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, that such Indemnifying Party shall not have the right to defend or direct the defense of any such claim (i) unless it provides a written undertaking to the Indemnified Party whereby the Indemnifying Party irrevocably agrees that it and the parties it represents are obligated to indemnify the Indemnified Party pursuant to this Agreement with respect to such claim and (ii) if such claim (A) seeks an injunction or other equitable relief against the Indemnified Party, (B) relates to matters involving criminal conduct or any claim by a Governmental Authority, or (C) would reasonably be expected to damage or impair the Indemnified Party’s or its Affiliate’s business or relationships with any of such Person’s material customers, suppliers, vendors or other service providers. If the Claim relates Indemnifying Party is not permitted to Losses for which assume control of such defense, fails to notify the Indemnified Party is entitled within thirty (30) days after receipt of any Claims Notice that the Indemnifying Party elects to indemnification pursuant assume such defense, elects not so assume control of such defense, or fails to this Section 8diligently prosecute the defense of such claim, the Indemnifying Indemnified Party shall have the right to control such defense and defend such Claimclaim by all appropriate proceedings and seek indemnification for any and all Losses based upon, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory arising from or relating to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party any Person entitled to indemnification pursuant to this Article 6 (in either case an the “Indemnified Party”) of notice of the assertion of a claim or the commencement of any action Action against such Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to Section 8.2 or Section 8.3, give this Article 6 (the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) ), give such Indemnifying Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the ClaimParty. The failure to give such notice shall not relieve the any Indemnifying Party from any obligation under this Section 8 hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the such Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Such Indemnifying Party shall have the right right, at its option, to defend such Claimclaim, at the such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such Claimclaim, the Indemnified Party shall agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced therebythereby and the Indemnifying Party (a) irrevocably acknowledges in writing full responsibility for and agrees to fully indemnify the Indemnified Party, and (b) furnishes satisfactory evidence of the financial ability to indemnify the Indemnified Party. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the No Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, provided that such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to consent shall be granted in connection with any settlement (i) containing a full release of the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, and (ii) in the reasonable written opinion case of counsel to the a consent from an Indemnified Party, a conflict or potential conflict exists between either involves only monetary damages. In the event the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume does not defend or ceases to conduct the defense of such Third Party Claim, each party shall provide (x) the Indemnified Party may defend against, and, consent to the other parties on request all information entry of any judgment or enter into any settlement with respect to, such Third Party Claim, (y) the Indemnifying Party will reimburse the Indemnified Party promptly and documentation reasonably necessary to support periodically for the costs of defending against such Third Party Claim, including reasonable attorneys’ fees and verify expenses and (z) the Indemnifying Party will remain responsible for any Losses which give rise the Indemnified Party may suffer as a result of such Third Party Claim to such claim for indemnification and shall provide reasonable access to all books, records and personnel the full extent provided in their possession or under their control which would have a bearing on such Claimthis Article 6.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party any Person entitled to indemnification pursuant to this Section 10 (in either case an “the "Indemnified Party”") of notice of the commencement of any action against such Indemnified Party by a third party (such action, a “"Third Party Claim”"), such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to this Section 8.2 or Section 8.310 (the "Indemnifying Party"), give the Members and Contributor or KHC, as the case may be (in either case an “such Indemnifying Party”) Party written notice thereof of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the ClaimParty. The failure to give such notice shall not relieve the any Indemnifying Party from any obligation under this Section 8 hereunder except where, and then solely to the extent that, that such failure actually and materially prejudices the rights of the such Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Such Indemnifying Party shall have the right to defend such Third Party Claim, at the such Indemnifying Party’s 's expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such Third Party Claim actively and diligently, and provided further there is not a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claim as determined by the Indemnified Party, in consultation with outside counsel and the ABA Model Rules of Professional Conduct. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall agrees to reasonably cooperate in such defense so at the expense of the Indemnifying Party. So long as the Indemnified Indemnifying Party is not materially prejudiced thereby. The conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Third Party Claim, and neither any Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Third Party Claim that does without the prior written consent of the other, which consent will not include as an unconditional term thereof be unreasonably withheld or delayed, unless (i) the giving proposed settlement imposes only monetary payment obligations which are to be paid exclusively by the claimant or the plaintiff to Indemnifying Party, and (ii) such settlement includes a full release of the Indemnified Party a release from all liability in respect of all indemnifiable Losses resulting therefrom, related thereto or arising therefrom. In the event the Indemnifying Party does not or ceases to conduct the defense of such Claim. Notwithstanding Third Party Claim actively and diligently (x) the foregoing, an Indemnified Party shall be entitled to participate may defend against, and, with separate counsel at the expense prior written consent of the Indemnifying Party if (i) so requested by which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim (provided that the Indemnifying Party or, (ii) may retain separate co-counsel at its sole cost and expense and may participate in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Third Party Claim), each party shall provide (y) the Indemnifying Party will reimburse the Indemnified Party for the costs of defending against such Third Party Claim to the other parties on request all information extent provided in this Section 10 and documentation reasonably necessary to support and verify (z) the Indemnifying Party will remain responsible for any Losses which give rise the Indemnified Party may suffer as a result of such Third Party Claim to such claim for indemnification the extent provided in this Section 10. The parties agree that any Wage and Hour Dispute and the items set forth on Schedule 5.8 hereto shall be treated as a Third Party Claim and shall provide reasonable access be subject to all books, records and personnel in their possession or under their control which would have a bearing on such Claimthe provisions of this Section 10.6.

Third Party Claims. Promptly after the receipt by either If any third Person asserts a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party Claim (a “Third-Party Claim”) against an Indemnified Party that would reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XI, the Indemnified Party shall give notice of such Third-Party Claim to the Seller (in the case of a Third-Party Claim asserted against a Buyer Indemnified Party) or the Buyer (in the case of a Third-Party Claim asserted against the Seller Indemnified Party) as soon as practicable (but in no event later than five Business Days after receiving notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion thereof), shall have the right (but not the obligation) to assume the defense of such Indemnified Third-Party shallClaim; provided, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3however, give that the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall so notify the Indemnifying Party will not relieve the Indemnifying Party from any obligation under this Section 8 Liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except where, and then solely to the extent thatthat the Indemnifying Party is prejudiced as a result of such failure, such including where the failure actually and materially prejudices to so notify the rights of Indemnifying Party results in Losses to the Indemnifying Party, the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such Third-Party Claim, or the incurrence of fees and expenses by counsel selected by the Indemnified Party which would be indemnifiable Losses under this Agreement. If the Claim relates Indemnifying Party elects not to Losses for which assume the defense or fails to assume the defense within 30 days after the Indemnified Party provides notice to the Indemnifying Party of such Third-Party Claim, then the Indemnified Party may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim, and the reasonable out of pocket attorney’s fees incurred by the Indemnified Party for such counsel will be included in the Indemnified Party’s Losses; provided, however, that the Indemnified Party’s Losses shall not, in connection with any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of the same general allegations, include the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is entitled required in order to indemnification pursuant to this Section 8effectively defend against such Third-Party Claim. If the Indemnifying Party does assume the defense of a Third-Party Claim, the Indemnifying Indemnified Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claimThird-Party Claim solely at the Indemnified Party’s expense. Neither If the Indemnified Party retains its own counsel, the Indemnifying Party nor any shall reasonably cooperate in providing information to and consulting with the Indemnified Party will consentabout the Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the otherIndemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any settlement with respect to any Third-Party Claim it has assumed the defense of unless such settlement includes an unconditional release of the Indemnified Party for Liability arising out of such Claim. Notwithstanding anything to the contrary contained herein, in no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to a Third-Party Claim for which it is seeking indemnification without the prior written consent of the Indemnifying Party. Notwithstanding anything in this Section 11.5 to the contrary: (i) the Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if the Buyer reasonably believes that such Third-Party Claim that does not include as an unconditional term thereof the giving could result in Losses which, taken together with other then outstanding Claims by the claimant Buyer under this Agreement or any other Transaction Agreement, could exceed the plaintiff to remaining potential damages payable by the Seller under this Agreement; and (ii) the Indemnified Party a release from shall in all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall cases be entitled to participate control the defense of a Third-Party Claim if the Indemnified Party’s outside counsel will have reasonably concluded and advised in writing (with separate counsel at the expense of a copy to the Indemnifying Party) that (A) such Third-Party Claim could adversely affect in any material respect the Indemnified Party or its Affiliates other than as a result of money damages or if (i) so requested by injunctive or other non-monetary relief has been sought against the Indemnifying Indemnified Party oror its Affiliates, (iiB) the Third-Party Claim relates to or arises in the reasonable written opinion of counsel to connection with any criminal proceeding against the Indemnified Party, a conflict or potential conflict exists between either (C) such defense involves defenses of the Indemnified Party that are inconsistent with those available to the Indemnifying Party; provided, that the Indemnifying Party and shall have the right, at its own expense, to participate with the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume in the defense of any such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Third-Party Claim.

Third Party Claims. Promptly after In the receipt by either event that a Contributor party entitled to indemnification hereunder (an "Indemnified Party") becomes aware of a Third Party Claim for which a party ("Indemnifying Party") would be liable to an Indemnified Party or a KHC hereunder, the Indemnified Party (shall give reasonably prompt notice in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is writing to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except whereof such Claim, identifying the basis for such Claim or demand, and then solely the amount or the estimated amount thereof to the extent thatthen determinable (which estimate shall not be conclusive of the final amount of such Claim whether or not the Claim is a Third Party Claim ("Claim Notice"); provided, however, that any delay in giving such failure actually and materially prejudices Claim Notice will not be deemed a waiver of nor result in any discontinuation of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such delay. The Indemnifying Party may, and upon request of the Indemnified Party shall, retain counsel (who shall be reasonably acceptable to the Indemnified Party. If ) to represent the Claim relates Indemnified Party and shall pay the reasonable fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized (upon giving ten (10) days prior written notice to Losses for the Indemnifying Party), prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party is entitled to indemnification pursuant to this Section 8receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnifying Indemnified Party shall have the right to defend retain its own counsel, but the fees and expenses of such Claimcounsel shall be at the expense of such Indemnified Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, at in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party’s expense and with 's) rights prior to the selection of counsel of its choice reasonably satisfactory to Indemnified by the Indemnifying Party). If requested by the Indemnifying Party assumes the defense of such ClaimParty, the Indemnified Party shall reasonably agrees to cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither with the Indemnifying Party nor and its counsel in contesting any Indemnified Third Party will consent, Claim which the Indemnifying Party defends. A Third Party Claim may not be settled by the Indemnifying Party without the prior written consent of the otherIndemnified Party (which consent will not be unreasonably withheld) unless, to the entry as part of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to settlement, the Indemnified Party shall receive a release from all liability in respect of such Claim. Notwithstanding the foregoingfull and unconditional release; provided, an Indemnified Party shall be entitled to participate with separate counsel at the expense of however, that the Indemnifying Party if (i) so requested by shall not settle any claim without the Indemnifying Party or, (ii) in the reasonable prior written opinion consent of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party (which would materially prejudice the Indemnified Party. Regardless of which party consent shall assume the defense of not be unreasonably withheld) if such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim Claim is not exclusively for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimmonetary Damages.

Third Party Claims. Promptly Except as provided in Section 7.7.6, promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party any Person entitled to indemnification pursuant to this Section 10 (in either case an the “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (such action, a “Third Party Claim”), such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to this Section 8.2 or Section 8.3, give 10 (the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) ), give such Indemnifying Party written notice thereof of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the ClaimParty. The failure to give such notice shall not relieve the any Indemnifying Party from any obligation under this Section 8 hereunder except where, and then solely to the extent that, that such failure actually and materially prejudices the rights of the such Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Except as provided in Section 87.7.6, the such Indemnifying Party shall have the right to defend such Third Party Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided, that the Indemnifying Party conducts the defense of such Third Party Claim actively and diligently, and provided, further, there is not a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claim as determined by the ABA Model Rules of Professional Conduct. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall agrees to reasonably cooperate in such defense so at the expense of the Indemnifying Party. So long as the Indemnified Indemnifying Party is not materially prejudiced thereby. The conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Third Party Claim, and neither any Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Third Party Claim that without the prior written consent of the other, which consent will not be unreasonably withheld or delayed. In the event the Indemnifying Party does not include as an unconditional term thereof or ceases to conduct the giving by the claimant or the plaintiff to defense of such Third Party Claim actively and diligently (i) the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding may defend against, and, with the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense prior written consent of the Indemnifying Party if (i) so requested by which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim (provided that the Indemnifying Party ormay retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim), (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and will reimburse the Indemnified Party which would materially prejudice for the costs of defending against such Third Party Claim to the extent provided in this Section 10 and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party. Regardless of which party shall assume the defense Party may suffer as a result of such Claim, each party shall provide Third Party Claim to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel extent provided in their possession or under their control which would have a bearing on such Claimthis Section 10.

Third Party Claims. Promptly after In the receipt by either case of a Contributor Indemnified Third-Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except wherehas acknowledged and agreed in writing, and then solely within 30 days following delivery to the extent Indemnifying Party of a Claim Notice, that, if such failure actually and materially prejudices the rights of Proceeding is adversely determined, the Indemnifying Party. If the Claim relates Party has an obligation to Losses for which provide indemnification to the Indemnified Party is entitled to indemnification pursuant to this Section 8for the full amount in respect thereof, the Indemnifying Party shall have the right right: (a) to control and conduct any Proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim, (b) to take all other reasonable steps or proceedings to settle or defend any such Third-Party Claim; provided, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If that the Indemnifying Party assumes the defense of such Claim, the Indemnified shall not settle any Third-Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, Claim without the prior written consent of the otherIndemnified Party (which consent shall not be unreasonably withheld, to conditioned, or delayed, it being understood that such consent may be withheld in the entry Indemnified Party’s sole discretion if any such settlement contains or includes a finding or admission of a violation of Law or other wrongdoing by the Indemnified Party or any judgment or enter into any settlement with respect to such Claim that of its Affiliates, does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a complete written release of the Indemnified Party from further liability or imposes any injunctive relief or operational restrictions against such Indemnified Party, or otherwise would affect the operations of the Indemnified Party’s business following such settlement), and (c) to employ counsel designated by the Indemnifying Party to contest any such Third-Party Claim in the name of the Indemnified Party or otherwise; provided, however, that if there exists, or is reasonably likely to exist, a release from all liability conflict of interest that would make it inappropriate in respect the judgment of such Claim. Notwithstanding the foregoingIndemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, an then the Indemnified Party shall be entitled to participate with separate retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of Indemnifying Party’s cost and expense. Notwithstanding the foregoing and without limiting the Indemnifying Party’s obligations to indemnify an Indemnified Party pursuant to this Article VIII, the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel shall not be entitled to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume undertake the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.a

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) any party hereto of notice of any claim, action, suit or proceeding by any person who is not a party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party ("Indemnified Party") shall give reasonable written notice to the commencement party from whom indemnification is claimed ("Indemnifying Party"). The Indemnifying Party shall be entitled, at the Indemnifying Party's sole expense and liability, to exercise full control of the defense, compromise or settlement of any action against such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) admit in writing to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party by a third party for such Action under the terms of this Section 6, (a “Claim”), such ii) notify the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights writing of the Indemnifying Party's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof. The fees and expenses of such Claim, at separate counsel shall be the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If 's sole expense, unless (i) the Indemnifying Party assumes has agreed to pay such fees and expenses, (ii) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which is different from or additional to those available to the Indemnifying Party, and in any such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party is consents in writing to such compromise or settlement, which consent shall not materially prejudiced therebybe unreasonably withheld. The No Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in shall settle or compromise any such Action for which it is entitled to indemnification hereunder without the defense of such claim. Neither Indemnifying Party's prior written consent, unless the Indemnifying Party nor any Indemnified Party will consentshall have failed, without the prior written consent of the otherafter reasonable notice thereof, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect undertake control of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) Action in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel manner provided above in their possession or under their control which would have a bearing on such Claimthis Section 6.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) any party of notice of any claim, action, suit or proceeding by any Person who is not a party to this Agreement (collectively, an "Action"), which Action is subject to indemnification under this Agreement, such party (the commencement of any action against such "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party by a third party (a “Claim”)will be entitled, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give at the Members sole expense and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights liability of the Indemnifying Party. If , to exercise full control of the Claim relates defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (a) admits in writing to Losses the Indemnified Party the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 11, (b) notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense, (c) provides evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay the amount, if any, for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend may be liable as a result of such Claim, at the Indemnifying Party’s expense Action and with (d) retains legal counsel of its choice reasonably satisfactory to the Indemnified PartyParty to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such ClaimAction, the Indemnified Party shall reasonably cooperate will have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement of the Action, but the fees and expenses of such defense so long as counsel will be at the expense of the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither unless (i) the Indemnifying Party nor has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will consenthave been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section 11 will be paid by the Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the otherIndemnifying Party, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of unless the Indemnifying Party if (i) so requested by has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 11.5. No Indemnifying Party or, will settle or compromise any such Action (iiA) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the reasonable written opinion case of counsel any Action relating to the Indemnified Party's liability for any tax, a conflict or potential conflict exists between either if the Indemnifying Party and effect of such settlement would be an increase in the liability of the Indemnified Party which would materially prejudice for the payment of any tax for any period beginning after the Closing Date, unless the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise Party consents in writing to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession compromise or under their control which would have a bearing on such Claimsettlement.

Third Party Claims. Promptly after Subject to terms and conditions of this ARTICLE VIII and except for the receipt Specified Action (which shall be governed by either Section 8.3(c)), all claims for indemnification made under this Agreement resulting from, related to or arising out of a Contributor third-party claim against an Indemnified Party or a KHC Indemnified Party shall be made in accordance with the following procedures. A Person entitled to indemnification under this ARTICLE VIII (in either case an “Indemnified Party”) of notice shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action against action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such Indemnified Party claim by a third party party. Within thirty (a “Claim”), 30) days after delivery of such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8notification, the Indemnifying Party shall have may, upon written notice thereof to the right to defend Indemnified Party, assume control of the defense of such Claimaction, at the Indemnifying Party’s expense and suit, proceeding or claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense does not assume control of such Claimdefense, the Indemnified Party shall reasonably cooperate in control such defense. The Party not controlling such defense so long as may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party is not materially prejudiced therebyreasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense shall not agree to any settlement of such claim. Neither action, suit, proceeding or claim that does not include a complete release of the Indemnifying Party nor any Indemnified Party will consent, from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the otherIndemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding action, suit, proceeding or claim without the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense prior written consent of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict which consent shall not be unreasonably withheld, conditioned or potential conflict exists between either delayed. The Indemnified Party and the Indemnifying Party and shall cooperate in the Indemnified Party which would materially prejudice the Indemnified Party. Regardless conduct of which party shall assume the defense of such Claima third party claim, each party shall provide to the other parties on request all including by retaining records and information and documentation that are reasonably necessary to support and verify any Losses which give rise relevant to such third party claim for indemnification and shall provide providing reasonable access to all books, each other’s relevant business records and personnel other documents, and employees. The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable law), and to cause all communications among employees, counsel and others representing any party to a third party claim to be made so as to preserve any applicable attorney-client or work-product privileges. To the extent any provision in their possession or under their control which would have a bearing on such Claimthis Section 8.3(a) conflicts with the provisions of Section 10.4, Section 10.4 shall control.

Third Party Claims. Promptly after the receipt by either Party of a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party a Claim made by a third party Third Party that is the subject of indemnification pursuant to this Section 15 (a “collectively, "Third Party Claim”"), such Party (the "Indemnified Party") shall deliver to the Party shall, if a Claim with respect thereto from which indemnification is to be made pursuant to Section 8.2 or Section 8.3, give sought (the Members and Contributor or KHC, as the case may be (in either case an “"Indemnifying Party”") a written notice thereof that specifies in reasonable detail in light the basis of the circumstances then known claim for indemnification hereunder ("Notice of Indemnity Claim"). Subject to such any applicable statute of limitation periods, the failure of the Indemnified Party along with a copy of the Claim. The failure to give such notice a Notice of Indemnity Claim shall not relieve the Indemnifying Party from any obligation under this Section 8 of its indemnification obligations hereunder except where, and then solely to the extent that, that such failure actually shall result in material prejudice to the Indemnifying Party. The Indemnifying Party shall, at its sole expense and materially prejudices liability, assume the rights defense of any Third Party Claim within ten (10) business days after receipt of a Notice of Indemnity Claim with respect thereto. Should the Indemnifying Party, within ten (10) business days after receipt of the Notice of Indemnity Claim, fail to (i) notify the Indemnified Party in writing of the Indemnifying Party. If 's intention to assume the Claim relates defense thereof, or (ii) retain legal counsel reasonably satisfactory to Losses for which the Indemnified Party is entitled to indemnification pursuant conduct the defense of such Third Party Claim, then the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to this Section 8exercise full control of the defense, compromise or settlement of such Third Party Claim. Provided that the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall have the right to defend exercise full control of the defense, compromise or settlement of such Third Party Claim. The Indemnified Party shall have the right to engage separate legal counsel and to participate in the defense, at compromise or settlement thereof; provided, however, that the Indemnifying Party’s expense and with expenses of such legal counsel of its choice reasonably satisfactory to shall be paid by the Indemnified Party. If Party unless (i) the Indemnifying Party assumes has agreed in writing to pay such expenses, (ii) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall reasonably have one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party, in any of which cases identified in clause (i), (ii) or (iii), the expenses of such separate legal counsel shall be borne by the Indemnifying Party. The Party not assuming the defense of any Third Party Claim shall cooperate in with the Party assuming such defense so long as in any manner that the Indemnified Party is assuming such defense reasonably may request, except to the extent such cooperation may result in liability or damages to the cooperating Party not materially prejudiced therebyindemnified against by the other Party hereunder. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying shall not settle or compromise any Third Party nor any Indemnified Party will consent, Claim for which it is entitled to indemnification hereunder without the prior written consent of the otherIndemnifying Party unless the Indemnifying Party shall have failed to undertake the defense and control of such Third Party Claim in the manner hereinabove required. For any Third Party Claim in which the relief sought is other than monetary damages, to the entry Indemnifying Party shall not settle or compromise the non-damage component of any judgment or enter into any settlement with respect to such Third Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to unless the Indemnified Party consents in writing to such compromise or settlement. The respective rights and remedies of the Parties in this Section 14.4 shall survive the expiration or termination of this Agreement until ninety (90) days following the expiration of the statute of limitations applicable to the Third Party Claim for which indemnification may be sought hereunder; provided, that if a release from all liability in respect Notice of Claim respecting a Third Party Claim has been timely given, the limitations period shall be extended until the final, binding and nonappealable resolution of such Claim. Notwithstanding the foregoing, an Indemnified Third Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to Claim and the Indemnified Party's right to indemnification hereunder, a conflict or potential conflict exists between either the Indemnifying Party and but for only so long as the Indemnified Party which would materially prejudice continues to pursue its indemnification rights with reasonable diligence under the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimcircumstances.

Third Party Claims. Promptly Notwithstanding the provisions of section 9.6, promptly after the receipt by either a Contributor receiving notice of any action, suit, proceeding or claim against an Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) receipt of notice of the commencement of any action against such Indemnified investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnifying Party by a third party (a “"Third Party Claim”"), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give will notify the Members and Contributor or KHC, as the case may be (Indemnifying Party in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light writing of the circumstances then known particulars thereof, will provide copies of all relevant documentation to such Indemnified the Indemnifying Party along with a copy and, unless the Indemnifying Party assumes the defence thereof, will keep the Indemnifying Party advised of the Claimprogress thereof and will discuss all significant actions proposed. The failure omission so to give such notice notify the Indemnifying Party shall not relieve the Indemnifying Party from of any obligation liability which the Indemnifying Party may have to the Indemnified Party under this Section 8 except whereAgreement. The Indemnifying Party shall be entitled, and then solely at its own expense, to participate in and, to the extent thatit may wish to do so, assume the defence of any Third Party Claim, provided such failure actually defence is conducted by experienced and materially prejudices competent counsel. Upon the rights Indemnifying Party notifying the Indemnified Party in writing of the Indemnifying Party. If 's election to assume the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8defence and retaining counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such defence. If such defence is assumed by the Indemnifying Party, the Indemnifying Party throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed. Notwithstanding the foregoing, any Indemnified Party shall have the right to defend such Claimright, at the Indemnifying Party’s 's expense and with (except as specifically set out in (iii) below), to employ counsel of its choice reasonably satisfactory to such Indemnified Party. If 's choice, in respect of the defence of any Third Party Claim if: (i) the employment of such counsel has been authorized by the Indemnifying Party; or (ii) the Indemnifying Party assumes has not assumed the defense defence and employed counsel therefor within a reasonable time after receiving notice of such Third Party Claim; or (iii) counsel retained by the Indemnifying Party or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at be responsible for its sole cost own expenses and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without shall not have the prior written consent of right to assume or direct the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to defence on the Indemnified Party, 's behalf) or that there is a conflict or potential conflict exists of interest between either the Indemnifying Party and the Indemnified Party (in which would materially prejudice event the Indemnifying Party shall not have the right to assume or direct the defence on the Indemnified Party's behalf). Regardless No admission of which party liability and no settlement of any Third Party Claim shall assume be made without the defense consent of the Indemnified Party affected, such Claimconsent not to be unreasonably withheld. No admission of liability shall be made and the Indemnifying Party shall not be liable for any settlement of any Third Party Claim made without its consent, each party shall provide such consent not to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimbe unreasonably withheld.

Third Party Claims. Promptly after the receipt by either a Contributor If any Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of receives notice of the commencement of any action against Third-Party Claim for which such Indemnified Party by a third intends to seek indemnification from another party (a “Claim”)to this Agreement, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, shall give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) Party prompt written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimthereof. The failure to give such prompt written notice shall not not, however, relieve the Indemnifying Party from any obligation under this Section 8 of its indemnification obligations, except where, and then solely only to the extent that, that the Indemnifying Party forfeits rights or defenses by reason of such failure actually failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail and materially prejudices shall indicate the rights basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnified Party shall tender the defense of such Third-Party Claim to the Indemnifying Party. If , and if the Indemnifying Party accepts such tender within fifteen (15) Business Days thereafter, then except as herein provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend and litigate such Third-Party Claim; provided that, in order for the Indemnifying Party to assume control of such defense, it shall first verify to the Indemnified Party in writing within fifteen (15) Business Days of its receipt of the applicable notice of the Third-Party Claim that the Indemnifying Party shall be fully responsible (with no reservation of any rights and without regard to any limitation set forth in this Agreement) for all liabilities and obligations relating to such Third-Party Claim and that it shall provide full indemnification to the Indemnified Party with respect to such Third-Party Claim (the “Control of Defense Conditions”); provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to Losses for which or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks injunctive relief or other form of equitable remedy; (iii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim; (iv) legal counsel to the Indemnified Party reasonably concludes that the Indemnified Party and Indemnifying Party have a conflict of interest with respect to such Third-Party Claim or that the Indemnified Party has one or more defenses not available to the 58 Indemnifying Party; (v) Buyer reasonably believes that the claim could have a material impact on the business operations of the Company; or (vi) the Indemnified Party is entitled seeking recovery with respect to indemnification pursuant to this Section 8, such Third-Party Claim under the R&W Insurance Policy. The Indemnifying Party shall have not, without the right to defend such Claim, at prior written consent of the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party, settle, compromise or offer to settle or compromise, or admit any liability with respect to, any Third-Party Claim if the Indemnified Party is not expressly and unconditionally released from all liability thereunder, or if the terms of such settlement would result in (A) the imposition of a consent, order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (B) a finding or admission of a violation of Law or the rights of any Person by the Indemnified Party, or (C) any monetary liability of the Indemnified Party that will not be paid or reimbursed by the R&W Insurance Policy. If the Indemnifying Party assumes the defense of a Third-Party Claim and is in good faith contesting such Third-Party Claim and has satisfied and continues to satisfy the Control of Defense Conditions, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may reasonably recommend and that by its terms (x) obligates the Indemnifying Party and/or the R&W Insurance Policy to pay the full amount of Losses in connection with such Third-Party Claim and (y) releases the Indemnified Party in connection with such Third-Party Claim and does not impose any restriction on the future activity or conduct of the Indemnified Party. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. The Indemnified Party shall have the right, at its own expense, to be represented by counsel and participate in any such contest, defense, litigation or settlement conducted by the Indemnifying Party in accordance with this Section 7.03(a), and if the Indemnified Party exercises such right, the parties shall cooperate in the contest, defense, litigation and settlement of the Third-Party Claim. The Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third-Party Claim if it shall fail to diligently contest the Third-Party Claim. If an Indemnified Party is entitled to indemnification against a Third-Party Claim, and the Indemnifying Party fails to accept a tender of the defense of a Third-Party Claim pursuant to this Section 7.03(a), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third-Party Claim, the Indemnified Party shall reasonably cooperate have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in reasonable good faith and upon the advice of counsel, to contest, defend and litigate such defense so long Third-Party Claim, and may settle such Third-Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, that at least five (5) days prior to any such settlement, written notice of its intention to settle is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither given to the Indemnifying Party nor any Indemnified Party will consentParty. If, without the prior written consent of the other, pursuant to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to preceding sentence, the Indemnified Party so contests, defends, litigates or settles a release from all liability in respect of such Claim. Notwithstanding Third-Party Claim for which it is entitled to indemnification hereunder, the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested reimbursed by the Indemnifying Party or, (ii) in for the reasonable written opinion attorneys’ fees and other expenses of counsel contesting, defending, litigating and settling the Third-Party Claim promptly following the delivery to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party of itemized bills for such reasonable attorneys’ fees and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimexpenses.

Third Party Claims. Promptly after The Indemnifying Party is entitled to participate in the receipt by either a Contributor defense of and control the Third-Party Claim and, if such Indemnifying Party wishes to control 34 / 48 the defense thereof, such Indemnifying Party shall provide written notice to the Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve that the Indemnifying Party intends to undertake such defense at the Indemnifying Party’s sole cost and expense and that the Indemnifying Party will indemnify the Indemnified Party against Losses resulting from any obligation under this Section 8 except whereor relating to such Third-Party Claim, and then solely as applicable, to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled are subject to indemnification pursuant to this Section 8, Chapter VII. If the Indemnifying Party elects to control the defense of the Third-Party Claim, the Indemnified Party (a) shall at all times have the right to defend fully participate in the defense of such ClaimThird-Party Claim with its own counsel and at its own expense (except as set forth below in this section) and (b) shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense expense, all witnesses, pertinent records, materials and with counsel of information in the Indemnified Party’s possession or under its choice control relating thereto as are reasonably satisfactory to Indemnified requested by the Indemnifying Party. If the notice is given to an Indemnifying Party assumes of the commencement of a Third-Party Claim in accordance with Section 7.5.1, and such Indemnifying Party does not, within twenty (20) Business Days after receiving notice of the Third-Party Claim from the Indemnified Party, give notice to the Indemnified Party of such Indemnifying Party’s election to control the defense of such Claimthereof, the Indemnified Party shall reasonably cooperate in such will have the right to conduct the defense so long as of the Indemnified Third-Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-Claim with reputable legal counsel at its the Indemnifying Party’s sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor will be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party will consent, without so long as the prior written consent of the otherIndemnifying Party to such compromise or settlement has been obtained (which consent will not be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the entry contrary, if the Indemnifying Party assumes control of any judgment or enter into any settlement with respect to such the defense of the Third-Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to and the Indemnified Party a release from all liability in respect reasonably concludes, based on advice of such Claim. Notwithstanding the foregoingcounsel, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either that the Indemnifying Party and the Indemnified Party which would materially prejudice have conflicting interests with respect to such Third-Party Claim or that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, the reasonable fees and expenses of counsel to the Indemnified Party will be borne by the Indemnifying Party. Regardless of which party shall assume Party assumes the defense of such a Third-Party Claim, the Indemnifying Party and the Indemnified Party agree to cooperate fully with one another in connection therewith and to keep each party shall provide to other reasonably informed of the other parties on request all information status of the claim and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimrelated proceeding.

Third Party Claims. Promptly after In the receipt by either a Contributor event that any claim or demand for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted against or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party sought to be collected by a third party from an Indemnified Party (a “Claim”an "Asserted Liability"), such the Indemnified Party shallshall as soon as possible notify the Indemnifying Party in writing of such Asserted Liability, if a specifying the nature of such Asserted Liability (the "Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give Notice"); provided that no delay on the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light part of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give in giving any such notice Claim Notice shall not relieve the Indemnifying Party from of any indemnification obligation under this Section 8 hereunder except where, and then solely to the extent thatthat the Indemnifying Party is materially prejudiced by such delay. The Indemnifying Party shall have 60 days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice to notify the Indemnified Party whether or not the Indemnifying Party desires, such failure actually and materially prejudices the rights of at the Indemnifying Party's sole cost and expense and by counsel of its own choosing, to defend against such Asserted Liability; provided, however, that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and any Indemnified Party exists in respect of such Asserted Liability, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one additional counsel. If the Claim relates Indemnifying Party undertakes to Losses for which defend against such Asserted Liability, the Indemnified Party is entitled shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof, but the Indemnifying Party shall control the investigation, defense and settlement thereof. If the Indemnified Party desires to indemnification pursuant participate in any such defense, it may do so at its sole cost and expense. If the Indemnifying Party elects not to this Section 8defend against such Asserted Liability, then the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate participate in any such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof at the sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party. The Indemnifying Party nor any Indemnified Party will consentshall not, without the prior written consent of the otherIndemnified Party (which consent shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement with respect to unless such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to settlement (i) includes a complete release of the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, and (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and does not require the Indemnified Party to admit any Liability or make or forego any payment or forego or take any action. The Indemnifying Party shall not be liable for any settlement of any Asserted Liability effected without its prior written consent (which would materially prejudice the Indemnified Party. Regardless of which party consent shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimnot be unreasonably withheld).

Third Party Claims. Promptly after the receipt by either If a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party claim by a third party is made against a party indemnified under this Agreement (a “Claim”an "Indemnified Party"), and if such party intends to seek indemnity with respect thereto, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 shall promptly notify Purchaser or Section 8.3, give the Members and Contributor or KHCSeller, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light the "Indemnitor"), of the circumstances then known to such Indemnified Party along with a copy of the Claimclaims. The failure to give Indemnitor shall have thirty (30) days after receipt of such notice shall not relieve to undertake, conduct and control, through counsel of its own choosing and at its own expense, the Indemnifying Party from any obligation under this Section 8 except wheresettlement or defense thereof, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, at Indemnitor's cost and expense, (a) has undertaken the defense of such claim and has assumed full responsibility for all liabilities subject to indemnification pursuant hereunder with respect to this Section 8such claim, (b) is reasonably contesting such claim in good faith, by appropriate proceedings, and (c) has taken such action (including the posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnifying Indemnified Party shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to defend pay or settle any such Claimclaim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim. If, within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnified Party that it elects, at Indemnitor's cost and expense, to undertake the Indemnifying Party’s expense defense thereof and assume full responsibility for all liabilities subject to indemnification hereunder with counsel respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Claim's property as contemplated above, the Indemnified Party shall reasonably cooperate in such defense so long as have the Indemnified Party is right to contest, settle or compromise the claim but shall not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor thereby waive any Indemnified Party will consent, without the prior written consent of the other, right to the entry of any judgment or enter into any settlement with respect indemnity therefor pursuant to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimthis Agreement.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) any party hereto of notice of any claim, action, suit or proceeding by any person who is not a party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party ("Indemnified Party") shall give reasonable written notice to the commencement party from whom indemnification is claimed ("Indemnifying Party"). The Indemnifying Party shall be entitled, at the Indemnifying Party's sole expense and liability, to exercise full control of the defense, compromise or settlement of any action against such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) admit in writing to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party by a third party for such Action under the terms of this Section 6, (a “Claim”), such ii) notify the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights writing of the Indemnifying Party's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof. The fees and expenses of such Claim, at separate counsel shall be the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If 's sole expense, unless (i) the Indemnifying Party assumes has agreed to pay such fees and expenses, (ii) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party is consents in writing to such compromise or settlement, which consent shall not materially prejudiced therebybe unreasonably withheld. The No Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in shall settle or compromise any such Action for which it is entitled to indemnification hereunder without the defense of such claim. Neither Indemnifying Party's prior written consent, unless the Indemnifying Party nor any Indemnified Party will consentshall have failed, without the prior written consent of the otherafter reasonable notice thereof, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect undertake control of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) Action in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel manner provided above in their possession or under their control which would have a bearing on such Claimthis Section 6.

Third Party Claims. Promptly after the receipt by either a Contributor If an Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of receives notice of the assertion or commencement of any action claim or other Action made or brought by any Person (a “Third-Party Claim”) against such Indemnified Party by a third party (a “Claim”)with respect to which the other Party is obligated to provide indemnification under this Agreement, such the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, shall give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) Party prompt written notice thereof in reasonable detail in light of the circumstances then known thereof; provided, however, that any failure or delay to such Indemnified Party along with a copy of the Claim. The failure to give provide such notice shall not relieve release the Indemnifying Party from any obligation of its obligations under this Section 8 Article except where, and then solely to the extent that, such failure actually and materially prejudices the rights of that the Indemnifying Party’s ability to defend such Third-Party Claim is materially prejudiced by such failure or delay. If the Claim relates to Losses for which Such notice by the Indemnified Party is entitled to indemnification pursuant to this Section 8shall describe the Third-Party Claim in reasonable detail, and shall indicate the estimated amount of the Losses that have been or may be incurred by the Indemnified Party (if known). The Indemnifying Party shall have the right to defend participate in, or by giving written notice to the Indemnified Party within thirty (30) days of receipt of notice of such Third-Party Claim, to assume the defense of any Third-Party Claim at the Indemnifying Party’s own cost and expense and with by counsel of its choice selected by the Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate in good faith in such defense; provided, however, that, in order for the Indemnifying Party to assume the defense of such Third-Party Claims, (x) the Indemnifying Party must, in its notice assuming such defense, acknowledge that the Indemnifying Party is obligated to indemnify the Indemnified Party for any Losses arising from or in connection with such Third-Party Claim and (y) if the Indemnified Party is a Buyer Indemnified Party, the amount of indemnification available to the Indemnified Party under this Article IX (after taking into account the limitations in Section 9.4) with respect to such Third-Party Claim (net of the amount of any other pending claims against the Indemnifying Party) must exceed 50% of the Losses reasonably likely to arise from such Third­ Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall reasonably cooperate have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such defense so long as counsel shall be at the expense of the Indemnified Party; provided, however, that, notwithstanding anything herein to the contrary, the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate counsel of the Indemnified Party (and shall pay such fees, costs and expenses at least quarterly) if (i) the Indemnified Party shall have reasonably concluded, taking into account the advice of legal counsel, that (A) there may be a conflict of interest (including one or more legal defenses or counterclaims available to it which are different from or in addition to those available to the Indemnifying Party) that would make it inappropriate, in the reasonable judgment of the Indemnified Party, taking into account the advice of legal counsel, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, or (B) the Third-Party Claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its Affiliates (and in such case of this clause (B) the Indemnified Party may elect to assume such defense) or (ii) the Indemnifying Party shall not have (A) employed counsel reasonably satisfactory to such Indemnified Party within a reasonable time after notice of such Third Party Claim is not materially prejudiced therebyreceived by the Indemnifying Party and (B) continued to diligently conduct the defense of such Third Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including, upon reasonable notice during normal business hours, by making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of­ pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. The Indemnified Party may retain separate coshall not enter into a settlement of any Third-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, Claim without the prior written consent of the otherIndemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that no such consent will be required if (x) the Indemnifying Party unreasonably withholds, conditions or delays its consent or (y) the Indemnified Party waives its right to indemnification with respect to the entry of any judgment Losses arising from such settlement. The Indemnifying Party shall not compromise, discharge or enter into any settlement of a Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the consent of the Indemnified Party shall not be required if (i) there is no finding or admission of any violation of Law or any violation of the rights of any party, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (including payment through release of Escrow Funds), and (iii) such compromise, settlement or discharge includes a full, complete and irrevocable release of the Indemnified Party and its Related Persons from all Losses with respect to such Claim that Third-Party Claim. Notwithstanding anything herein to the contrary, if (x) the Indemnifying Party does not include as an unconditional term thereof assume the giving by defense of any Third-Party Claim in accordance with this Section 9.5, (y) at any subsequent date the claimant or Indemnifying Party is not diligently conducting the plaintiff defense of any Third-Party Claim with counsel that is reasonably satisfactory to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding or (z) the foregoingThird-Party Claim seeks nonmonetary relief which, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party orgranted, (ii) in the reasonable written opinion of counsel to could materially and adversely affect the Indemnified Party, a conflict or potential conflict exists between either the Indemnified Party may defend such claim at the sole cost of the Indemnifying Party and the Indemnified Indemnifying Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume may still participate in, but not control, the defense of such Claim, each party shall provide to Third Party Claim at the other parties on request all information Indemnifying Party’s sole cost and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimexpense.

Third Party Claims. Promptly after In the receipt by either event that any Seller Indemnitee or Buyer Indemnitee (the "INDEMNIFIED PARTY") is named as a Contributor Indemnified Party party with respect to any claim or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party proceeding initiated or threatened by a third claimant not a party (a “Claim”), such Indemnified Party shall, if a Claim to this Agreement with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent thatmatters contained herein (each, such failure actually a "THIRD PARTY CLAIM" and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses collectively, "THIRD PARTY CLAIMS") for which the Indemnified Party, intends to seek indemnification under this Article 12 from such other Indemnified Party is entitled (referred to indemnification pursuant to this Section 8herein as the "INDEMNIFYING PARTY"), the Indemnified Party shall promptly (and in any case within ten (10) days of such claim being asserted in writing) notify the Indemnifying Party of such Third Party Claim. Such notice shall describe in reasonable detail the nature and estimated amount of the Third Party Claim and the provisions of this Agreement under which such right to indemnity is asserted. The Indemnifying Party shall, within ten (10) business days after receipt of such notice, undertake, conduct and control, through counsel of its own choosing (subject to the Indemnified Party's reasonable approval) and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate (at the Indemnifying Party's expense) with it in connection therewith; provided that: (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through separate counsel chosen by the Indemnified Party, provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party; (ii) the Indemnifying Party shall promptly reimburse, on demand therefor, the Indemnified Party for the full amount of any Losses resulting from such claim; and (iii) if the defendants in such Third Party Claim include both the Indemnified Party and any Indemnifying Party and the Indemnified Party shall have concluded on the advice of counsel that there may be legal defenses or counterclaims available to it which are different from or additional to those available to such Indemnifying Party, the Indemnified Party shall have the right to defend such Claim, select and retain separate counsel at the Indemnifying Party’s 's expense to assert such legal defenses or counterclaims and to otherwise participate in the defense of such Third Party Claim on behalf of the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such claim in good faith and is able to provide to the Indemnified Party reasonable evidence of such Indemnifying Party's financial ability to reimburse the Indemnified Party for any Losses such Indemnified Party may sustain or incur in connection with counsel such claim, the Indemnified Party shall not pay, compromise, adjust or settle any such claim. If the requirements of its choice reasonably satisfactory the immediately preceding sentence, as they relate to the Indemnifying Party, are not satisfied, then the Indemnified Party shall have the right to pay, compromise, adjust or settle any such claim, and in such event it shall not thereby waive or be deemed to have waived any right to indemnity therefor by the Indemnified Party. If the Indemnifying Party assumes does not, within ten (10) business days after the receipt of the Indemnified Party's notice of a claim or indemnity hereunder, undertake the defense of such Claimthereof, then in addition to other remedies the Indemnified Party may have hereunder against the Indemnifying Party, the Indemnified Party shall reasonably cooperate in such defense so long as have the Indemnified Party is right (but not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate the obligation) to defend, contest, settle, adjust or compromise the 40 41 claim in the defense exercise of such claim. Neither its reasonable judgment, all for the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel sole account and risk and at the sole expense of the Indemnifying Party if (i) so requested by the Party. The Indemnifying Party or, (ii) in will not settle or compromise any Third Party Claim without the reasonable written opinion consent of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice unless the settlement or compromise shall include a general release by the claimant of any liability by the Indemnified Party. Regardless of which party shall assume the defense of Party regarding such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Third Party Claim.

Third Party Claims. Promptly after the receipt by either a Contributor (i) The Indemnified Party or a KHC Indemnified shall give the Indemnifying Party (in either case an “Indemnified Party”) of written notice of the commencement of any action against such Indemnified Party by a third party (a “Third Party Claim Notice”, which may be part of an Indemnification Notice) of any claim, assertion or action by or in respect of a third party, including any civil, criminal, administrative, regulatory, investigative or arbitral proceeding (a “Third Party Claim”), as to which an Indemnified Party may claim indemnification hereunder or as to which the Losses Threshold may be applied, together with copies of all notices and documents (including court papers) served on or received by such Indemnified Party, as soon as is practicable and in any event within fifteen (15) days of the time that such Indemnified Party shalllearns of such Third Party Claim; provided, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3however, give that the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve so notify the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices shall not affect the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant hereunder except to this Section 8, the extent that the Indemnifying Party (as such) is actually and materially prejudiced by such failure. The Indemnifying Party shall have the right to defend such Claimright, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost option and expense and may expense, to participate in the defense of such claim. Neither Third Party Claim and, with respect to Third Party Claims which the Indemnifying Party nor any Indemnified Party will consenthas acknowledged in writing its obligation to provide indemnification for hereunder (subject to the limitations on indemnification set forth herein), without the prior written consent to assume control of the other, to the entry defense of any judgment or enter into any settlement with respect to such Third Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff relates to the Indemnified Party a release from all liability any Losses, and to employ counsel of its choosing in respect of such Claim. Notwithstanding the foregoingconnection therewith, an Indemnified Party which counsel shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel reasonably satisfactory to the Indemnified Party; provided, a conflict or potential conflict exists between either however, that the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall not be entitled to assume the defense of such Claimany Third Party Claim (unless otherwise consented to in writing by Parent) if (A) the Third Party Claim relates to or arises in connection with an action, each party shall provide to suit, proceeding or claim that is criminal in nature or being brought by a Governmental Authority, (B) the other parties on request all information and documentation reasonably necessary to support and verify Third Party Claim seeks an injunction restricting the conduct of the Indemnified Party’s business, (C) the Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the remaining balance of the Escrow Fund, or (D) the Third Party Claim involves as a claimant a customer, client or supplier of the Indemnified Party or any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such ClaimAffiliate of the Indemnified Party.

Third Party Claims. Promptly after the receipt Any claim by either a Contributor an Indemnified Party or on account of Losses resulting from a KHC Third-Party Claim shall be asserted by the Indemnified Party (in either case an “Indemnified Party”) giving the Indemnifying Part a Notice of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “thereto. The Indemnifying Party”) written notice thereof in reasonable detail in light Part shall promptly assume control of the circumstances then known to such Indemnified Party along with a copy defense and investigation of the Third-Party Claim. The failure , with counsel reasonably acceptable to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except whereIndemnified Party, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably fully cooperate in such defense so long as with the Indemnified Party is not materially prejudiced therebyin connection therewith, in each case at the Indemnified Party’s sole cost and expense. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claimThird-Party Claim, with counsel of its own choosing and at its own cost and expense. Neither the Indemnifying Party nor shall not settle any Indemnified Third-Party will consent, Claim without the Indemnified Party’s prior written consent of the other(which consent shall not be unreasonably withheld, to the entry of any judgment conditioned, or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claimdelayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of If the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion Part fails or refuses to assume control of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Third-Party Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to Seller, in each party case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section 8(d), nor any act or omission of the Indemnified Party in the defense or settlement of any Third-Party Claim shall provide relieve Seller of its obligations under this Section 8, including with respect to any Losses, except to the other parties on request all extent that Seller can demonstrate that it has been materially prejudiced as a result thereof. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession (ii) is the type that the registrant treats as private or under their control which would have a bearing on such Claim.confidential. ​

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) any party ------------------ hereto of notice of any claim, action, suit or proceeding by any person who is not a party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party (the commencement of any action against such "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party by a third party (a “Claim”)shall be entitled, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give at the Members sole expenses and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 6, (ii) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such Claim, at counsel shall be the Indemnifying Party’s expense and with counsel expenses of its choice reasonably satisfactory to the Indemnified Party. If Party unless (i) the Indemnifying Party assumes has agreed to pay such fees and expense, (ii) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party is not materially prejudiced therebyconsents in writing to such compromise or settlement. The No Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of shall settle or compromise any such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, Action for which it is entitled to indemnification hereunder without the prior written consent of the otherIndemnifying Party, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of unless the Indemnifying Party if (i) so requested by the Indemnifying Party orshall have failed, (ii) after reasonable notice thereof, to undertake control of such Action in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel manner provided above in their possession or under their control which would have a bearing on such Claimthis Section 6.

Third Party Claims. Promptly after the receipt by either If a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party Claim by a third party (a “Claim”)is made against an Indemnified Party for which the Indemnified Party intends to seek indemnity under this Article VIII, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as promptly shall (i) in the case may be of indemnification sought by a Seller Indemnified Party, notify Buyer or (ii) in either the case an “Indemnifying of indemnification sought by a Buyer Indemnified Party”) written notice thereof , notify Sellers, in writing of such Claims, setting forth a description of such Claims in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The detail; provided, however, that failure to give such written notice shall not relieve the Indemnifying Party from any obligation under this Section 8 Indemnitor of its obligations hereunder, except where, and then solely to the extent that, the Indemnitor has been prejudiced by such failure actually and materially prejudices the rights of the Indemnifying Partyfailure. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party The Indemnitor shall have the right thirty (30) days after receipt of such notice to defend such Claimundertake, at the Indemnifying Party’s expense conduct and with assume control, through counsel of its choice own choosing reasonably satisfactory to the Indemnified Party. If , and at its own expense, of the Indemnifying Party assumes the settlement or defense of such Claim, so long as the Indemnitor notified the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the third-party Claim and the Indemnitor conducts the defense of the third-party Claim actively and diligently, and the Indemnified Party shall reasonably cooperate fully in such defense so long as connection therewith; provided, however, that the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the such settlement or defense of through counsel chosen by such claim. Neither the Indemnifying Party nor any Indemnified Party will consentand paid at its own expense; and, without the prior written consent of the otherprovided, to the entry of any judgment or enter into any settlement with respect to such Claim further, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect shall pay the fees and disbursements of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at unless (x) the expense employment of the Indemnifying Party if (i) so requested such separate counsel has been specifically authorized in writing by the Indemnifying Party orIndemnitor, (iiy) in the reasonable written opinion of counsel Indemnitor has failed to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claimthird party Claim within thirty (30) days after receipt of notice thereof with counsel reasonably satisfactory to such Indemnified Party, each party shall provide or (z) the named parties to the other parties on request all information proceeding in which such Claim has been asserted include both the Indemnitor and documentation reasonably necessary to support and verify any Losses which give rise such Indemnified Party and, in the reasonable opinion of counsel to such claim for indemnification and Indemnified Party, there exists one or more defenses that may be available to the Indemnified Party that are in conflict with those available to the Indemnitor. The Indemnified Party shall provide reasonable access to all booksnot pay or settle any such Claim without the written consent of the Indemnitor, records and personnel in their possession or under their control which would have a bearing on such Claimconsent shall not be unreasonably withheld.

Third Party Claims. Promptly In order for it to assert a claim for indemnification under this Article 10, as promptly as reasonably possible after the receipt by either commencement of any action or proceeding against the Company, any of the Company’s Subsidiaries or any party hereto which could give rise to a Contributor Indemnified Party or claim for indemnification under Section 10.1 (other than a KHC Indemnified Party Tax Contest, as to which the provisions of Section 9.2 rather than this Section 10.3 shall apply), the party seeking indemnification (in either case an the “Indemnified Party”) shall give notice to the party from whom indemnification is sought (the “Indemnifying Party”) pursuant to Section 10.2. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the action or proceeding. The Indemnifying Party shall then be entitled to participate in such action or proceeding and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under Section 10.1 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof. If an Indemnifying Party assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person by, and no effect on any other claims that may be made against, the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid by the Indemnifying Party and (b) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If the Indemnifying Party chooses to defend any action or proceeding, all the parties hereto shall cooperate in the defense or prosecution of such action or proceeding. Such cooperation shall include the retention by the Indemnified Party and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of non-confidential records and information that are reasonably relevant to such action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnified Party gives the Indemnifying Party notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except wheredoes not, and then solely within 30 days after the Indemnified Party’s notice is given, give notice to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled of its election to indemnification pursuant to this Section 8assume the defense thereof, the Indemnifying Party shall have be bound by any determination made in such action or any compromise or settlement thereof effected by the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, if an Indemnified Party shall be entitled to participate with separate counsel at the expense of provides the Indemnifying Party if (i) so requested with evidence that there is a reasonable probability that an action may materially and adversely affect it or its Affiliates other than as a result of monetary damages, such Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party orshall have no liability with respect to a judgment entered in any action so defended, or a compromise or settlement thereof entered into without its consent (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimnot be unreasonably withheld).

Third Party Claims. Promptly after If any claim or demand in respect of which any Silgan Indemnitee or the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of Selling Parties might seek indemnity under this Article X is asserted against the commencement of any action against such Indemnified Damaged Party by a third party Person other than a Party (a “"Third Party Claim”)") prior to the expiration of the applicable survival period, such Indemnified the Damaged Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, shall give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice and the details thereof in reasonable detail in light including an estimate of the circumstances then known claimed Losses, copies of all relevant pleadings, documents and information to such Indemnified the Responsible Party along with a copy within thirty (30) days following the assertion of the Claim. The failure Third Party Claim against the Damaged Party (to give the extent available at such notice date); provided that no delay on the part of the Responsible Party in notifying the Responsible Party shall not relieve the Indemnifying Responsible Party from any obligation under this Section 8 hereunder except whereif the Responsible Party is materially prejudiced thereby. The Responsible Party shall have the sole right to defend and/or settle such Third Party Claim by all appropriate proceedings, and then solely which proceedings will be prosecuted to a final conclusion or will be settled at the extent that, such failure actually and materially prejudices the rights sole discretion of the Indemnifying Party. If Responsible Party as long as the Claim relates to Losses for which Responsible Party agrees in writing that the Indemnified Damaged Party is entitled to indemnification by the Responsible Party for such action; provided, however, that the Responsible Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Damaged Party or does not fully and finally release the Damaged Party from all liability, unless consented to by the Damaged Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Damaged Party shall cooperate fully in such defense, including by making available to the Responsible Party all books, records, documents and personnel within the Damaged Party's control or that it can reasonably obtain relating to the Third Party Claim. The Damaged Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Responsible Party pursuant to this Section 810.6(a), provided, however, that if the Responsible Party elects not to defend a Third Party Claim, the Indemnifying Damaged Party shall have the right to defend and/or settle such Third Party Claim provided that it acts in good faith in connection therewith. Notwithstanding anything to the contrary, if there is an accrual on Schedule 1.1(B) for any Third Party Claim to which any of the Silgan Indemnitees is seeking indemnification pursuant to this Article X, then the applicable Silgan Indemnitee shall have the sole right to defend and/or settle such Third Party Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying provided that it shall not settle such Third Party assumes the defense Claim in an amount in excess of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, accrual without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified applicable Selling Party, a conflict not to be unreasonably withheld, conditioned or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”a) of notice of the commencement of If any action against such Indemnified Party by a third party shall notify any party with respect to any matter (a “Third Party Claim”)) which may give rise to a claim for indemnification against any other party under this Article IX, such then the Indemnified Party shallshall as promptly as reasonably practicable, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3and in any event within twenty (20) days of notice thereof, give the Members and Contributor or KHC, as the case may be (in either case an “notify each Indemnifying Party”) written notice Party thereof in reasonable detail in light of writing; provided, however, that (i) if the circumstances then known to such Indemnifying Party is Parent and/or Seller, the Indemnified Party along with a copy of need only notify Seller, and (ii) the Claim. The failure to give such notice as herein provided shall not relieve the Indemnifying Party from any of its obligation under this Section 8 to indemnify the Indemnified Party except where, and then solely to the extent thatthat the Indemnifying Party shall have been materially prejudiced in its ability to defend such claim. Subject to Section 9.06(b), such failure actually the Indemnifying Party will have the right at its expense to assume and materially prejudices thereafter conduct the rights defense of the Third Party Claim with counsel of its choice of recognized standing reasonably satisfactory to the Indemnified Party, and the Indemnified Party shall reasonably cooperate to the extent reasonably requested by the Indemnifying Party in the defense or prosecution thereof and shall furnish such records, information (that are under its control) and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith, in each case, at the Indemnifying Party’s expense. If the Indemnifying Party is entitled to, and so elects to, assume the defense of such claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Claim relates to Losses for which the Indemnified Indemnifying Party is entitled to indemnification pursuant to this Section 8and has assumed the defense of any claim against the Indemnified Party, for so long as the Indemnifying Party is reasonably diligently defending such claim, the Indemnifying Party shall have the right to defend settle any claim for which indemnification has been sought and is available hereunder only upon receiving the Indemnified Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) except if, pursuant to or as a result of such settlement, the Indemnified Party is expressly and unconditionally released (including for these purposes, the Company Entities) in writing from all Liabilities and obligations with respect to such claim with prejudice. Notwithstanding anything to the contrary herein, if the Indemnifying Party does not assume the defense of a Third Party Claim, the Indemnified Party shall have the right to assume control of the defense of such claim through counsel of its choice, the cost of which shall be at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim event that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party’s right of indemnification is ultimately established through settlement, a conflict compromise or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimappropriate proceeding.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party In connection with any claim which may give rise to indemnity hereunder resulting from or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement arising out of any action against such Indemnified Party Proceedings by a third party (a “Claim”)Person other than the Indemnified Parties, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except wheremay, and then solely upon written notice to the extent thatIndemnified Party within thirty (30) days of receipt of notice under Section 9.3(a), assume the defense of any such failure actually and materially prejudices Proceeding (at the rights sole expense of the Indemnifying Party) if and only if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Proceeding, (b) the Proceeding does not seek to impose any liability on the Indemnified Party other than for monetary damages and (c) where a Buyer Indemnified Party is the Indemnified Party, the Proceeding does not relate to a Buyer Indemnified Party’s relationship with its customers or employees. If the Claim relates to Losses for which the Indemnified Indemnifying Party is entitled to indemnification pursuant to this Section 8assume, and assumes, the defense of any such Proceeding, the Indemnifying Party shall have select counsel reasonably acceptable to the right Indemnified Party to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes conduct the defense of such Claim, the Indemnified Party Proceedings and shall take all steps reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim. Neither claim or Proceeding, the defense of which has been assumed by the Indemnifying Party nor any Indemnified Party will consentParty, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim(which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, an The Indemnified Party shall be entitled to participate in (but not control) the defense of any such Proceeding, with separate its own counsel and at its own expense. If the expense Indemnifying Party is not entitled to assume, or does not assume within thirty (30) days after the date such claim is made, the defense of any such claim or Proceeding: (i) the Indemnified Party shall be entitled to defend against such claim or Proceeding and shall have the right to undertake all steps in the defense or settlement thereof; provided that the Indemnified Parties shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of the Indemnifying Party if (iwhich consent shall not be unreasonably withheld, conditioned or delayed), and (ii) so requested by the Indemnifying Party or, shall be entitled to participate in (iibut not control) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claimaction, each with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall provide have the burden to prove by a preponderance of the other parties on request all information and documentation evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimprudent manner.

Third Party Claims. Promptly after the receipt If a Parent Indemnitee becomes aware of a third-party claim that such Parent Indemnitee believes, in good faith, may result in a demand by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”)it for indemnification pursuant to this Article VIII, such Indemnified Parent Indemnitee shall promptly notify the Holder Representative in writing of such claim, setting forth such claims in reasonable detail. The Indemnifying Party shallshall have, if a Claim with respect thereto is to be made at its election pursuant to the terms of this Section 8.2 8.5, the right to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or Section 8.3defense thereof, give and the Members and Contributor or KHCIndemnitee shall cooperate with it in connection therewith; provided, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve that the Indemnifying Party from any obligation under this Section 8 except where, and then solely shall be entitled to assume the defense of such action only to the extent (i) such claim would not reasonably be expected to give rise to Losses that are more than the amount of the funds then remaining in the Escrow Account (when taking into account any other claims on the funds in the Escrow Account) or (ii) the claim does not seek, as a substantial component of such claim, an injunction or equitable relief against the Indemnitee; and provided further, that, if it elects to assume control of such failure actually claim, the Indemnifying Party shall be entitled to continue to maintain control of that claim so long as it conducts the defense of the claim actively and materially prejudices diligently. If the rights Indemnifying Party assumes control of the defense of such claim, the Indemnitee may participate in such settlement or defense through counsel chosen by such Indemnitee and paid at its own expense; provided that, if in the reasonable opinion of counsel for such Indemnitee, there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnitee in connection with such defense. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim without the consent of the Indemnifying Party. If the Claim relates Indemnifying Party does not notify the Indemnitee within 10 days after receipt of the Indemnitee’s notice of a claim of indemnity hereunder that it elects to Losses for which undertake the Indemnified Party is entitled to indemnification pursuant to this Section 8, defense thereof (or the Indemnifying Party is otherwise unable to assume control of the defense pursuant to the terms of this Section 8.5), the Indemnitee shall have the right to defend such Claimundertake, at the Indemnifying Party’s expense cost, risk and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claimexpense, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentdefense, without the prior written consent compromise or settlement of the otherclaim, but shall not thereby waive any right to the entry of any judgment or indemnity therefore pursuant to this Agreement and shall not enter into any settlement without consent of the Indemnifying Party, which shall not be unreasonably withheld with respect to such Claim settlements comprising of only monetary relief. The Indemnifying Party shall not, except with the consent of the Indemnitee, enter into any settlement that (a) does not include as an unconditional term thereof the giving by the claimant Person or the plaintiff Persons asserting such claim to the Indemnified Party a all Indemnitees of an unconditional release from all liability in Liability with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification or consent to entry of any judgment and shall provide reasonable access (b) involves non-monetary relief or remedy, including any restrictions on the Indemnitee’s ability to all books, records and personnel in their possession operate or under their control which would have a bearing on such Claimcompete.

Third Party Claims. Promptly after In the receipt by either event of a Contributor Indemnified Third Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party if (i) so requested by to represent the Indemnified Party and any others the Indemnifying Party or, may reasonably designate in connection with such Third Party Claim (ii) in which case the reasonable written opinion Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, a conflict or potential conflict exists between either which approval shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnified Indemnifying Party which would materially prejudice all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any Action which the Indemnifying Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. Regardless of which party shall In the event the Indemnifying Party fails to assume the defense of such ClaimThird Party Claim within ten (10) days after receipt of notice thereof in accordance with the terms hereof, each party (A) the Indemnified Party against which such Third Party Claim has been asserted shall provide have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (B) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the other parties on request Indemnified Party, all witnesses, records, materials and information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their the Indemnifying Party's possession or under their the Indemnifying Party's control which would have a bearing on such Claimrelating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. Promptly Reasonably promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the commencement other party pursuant to this Agreement, the party in receipt of any action against such the claim (the "Indemnified Party by a third Party") shall notify the other party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “"Indemnifying Party”") written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimreceipt thereof. The failure Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party from any of its obligation under this Section 8 except wherehereunder; provided, and then solely to the extent that-------- however, that if such failure actually and materially prejudices to give notice reasonably promptly adversely ------- affects the rights ability of the Indemnifying Party. If Party to defend such claims or materially increases the Claim relates amount of indemnification which the Indemnifying Party is obligated to Losses for pay hereunder, the amount of indemnification to which the Indemnified Party is will be entitled to indemnification pursuant receive shall be reduced to this Section 8, an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall have notify the right Indemnified Party that it elects to defend assume the defense of any such Claimclaim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense), at the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Party or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense of such Claimdefense, the Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall reasonably cooperate in have agreed to the retention of such defense so long as counsel for both the indemnifying and indemnified parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate and, in the defense reasonable opinion of such claimthe Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Neither the Indemnifying Party nor any Indemnified Party will consent, No settlement of a claim by either party shall be made without the prior written consent of the otherother party, to the entry of any judgment which consent shall not be unreasonably withheld or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claimdelayed. Notwithstanding the foregoing, an Indemnified the Indemnifying Party shall not be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of any such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification action or proceeding (and shall provide reasonable access to all booksbe liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such matter) seeking an order, records and personnel in their possession injunction or under their control which would have a bearing on such Claimother equitable relief or relief for other than money damages against the Indemnified Party.

Third Party Claims. Promptly after the receipt by either a Contributor An Indemnified Party that desires to seek indemnification under any part of this Section 13 with respect to any actions, suits or a KHC Indemnified Party other administrative or judicial proceedings (in either case each, an “Indemnified PartyAction”) of notice of the commencement of any action against such Indemnified Party that may be instituted by a third party (shall give each Indemnitor prompt notice of a “Claim”)third party’s institution of such Action. After such notice, the Indemnitor shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHCParty, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light be, at the expense of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except whereIndemnitor, and then solely to with counsel selected by the extent thatIndemnitor unless (i) such claim or demand seeks an order, such failure actually and materially prejudices injunction or other equitable relief against the rights of the Indemnifying Indemnified Party. If the Claim relates to Losses for which , or (ii) the Indemnified Party shall have reasonably concluded that (x) there is entitled a conflict of interest between the Indemnified Party and the Indemnitor in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to indemnification pursuant the Indemnitor. Notwithstanding anything in this Agreement to this Section 8the contrary, the Indemnifying Indemnified Party shall, at the expense of the Indemnitor, cooperate with the Indemnitor, and keep the Indemnitor fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnitor shall not in fact have employed counsel to assume the defense of such claimclaim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnitor. Neither The Indemnitor shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnitor, which consent shall not be unreasonably withheld or delayed. Any failure to give prompt notice under this Section 13.5 shall bar an Indemnified Party’s right to claim indemnification under this Section 13 to the entry of any judgment or enter into any settlement with respect to such Claim extent that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such ClaimIndemnitor has been prejudiced thereby.

Third Party Claims. Promptly after the receipt by either a Contributor If any claim or demand in respect of which an Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action might seek indemnity under this ARTICLE 8 is asserted against such Indemnified Party by a third party Person other than a Seller Indemnified Party or a Buyer Indemnified Party (as applicable) (a “Third Party Claim”), such the Indemnified Party shallshall give written notice and the details thereof including copies of all relevant pleadings, if documents and information (collectively a “Third Party Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying PartyNotice”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to within a period of twenty (20) days following the extent that, such failure actually and materially prejudices the rights assertion of the Indemnifying PartyThird Party Claim against the Indemnified Party (the “Third Party Claim Notice Period”). If the Claim relates to Losses for which the Indemnified Party is entitled fails to indemnification pursuant to this Section 8provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party shall have will not be obligated to indemnify the right Indemnified Party with respect to defend such Claim, at Third Party Claim to the extent (and only to the extent) that the Indemnifying Party’s expense and with counsel ability to defend has been materially prejudiced by such failure of its choice reasonably satisfactory to the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within a period of ten (10) days after the receipt of the Third Party Claim Notice by the Indemnifying Party (the "Third Party Claim Response Period”) whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party assumes the defense of such Claim, notifies the Indemnified Party shall reasonably cooperate in such defense so long as within the Third Party Claim Response Period that the Indemnifying Party desires to defend the Indemnified Party is not materially prejudiced thereby. The Indemnified against the Third Party may retain separate co-counsel Claim, then the Indemnifying Party at its sole cost and expense and may participate in shall defend, with counsel reasonably satisfactory to the defense Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled at the discretion of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without (with the prior written consent of the otherIndemnified Party, which shall not be unreasonably withheld and which shall be deemed to the entry of any judgment or enter into any be provided if such settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff provides a release to the Indemnified Party a release from all liability without the payment of any amount by the Indemnified Party). The Indemnified Party will cooperate in respect such defense at the sole cost and expense of such Claimthe Indemnifying Party. The Indemnified Party may, at its sole cost and expense, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the last sentence of the preceding paragraph, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 8.3(b). Notwithstanding the foregoing, an if the named parties to any proceeding include both the Indemnified Party shall be entitled to participate with separate counsel at the expense of and the Indemnifying Party if (i) so requested by the Indemnifying Party orand, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a representation of both parties by the same counsel would be in conflict or otherwise inappropriate due to actual or potential conflict exists differing interests between either them, then the Indemnified Party shall be entitled to retain separate counsel for the Indemnified Party, at the expense of the Indemnifying Party (provided that the costs and expenses of such separate counsel are reasonable). If the Indemnifying Party fails to notify the Indemnified Party which would materially prejudice within the Third Party Claim Response Period that the Indemnifying Party desires to defend the Third Party Claim or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, then the Indemnified Party shall defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which shall not be unreasonably withheld). Regardless of which party shall assume the defense of The Indemnifying Party may, at its sole cost and expense, cooperate in such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdefense.

Third Party Claims. Promptly after the receipt If any claim, assertion or proceeding by either or in respect of a Contributor third party is made against an Indemnified Party or a KHC Indemnified Party (any event in either case an “Indemnified Party”) respect of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”)occurs, such and if the Indemnified Party shall, if a Claim intends to seek indemnity with respect thereto is under this Article or to be made pursuant apply any damage or liability arising therefrom to Section 8.2 or Section 8.3the U.S. Dollar amounts referred to herein, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy shall promptly notify the Indemnifying Party of such claim in writing, provided that the Claim. The failure by the Indemnified Party to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 its indemnification obligations hereunder, except where, if and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, that the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not actually materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, conduct, and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate shall cooperate with it in the defense of such claim. Neither connection therewith; provided, however, that (a) the Indemnifying Party nor any shall permit the Indemnified Party will consentto participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by Indemnified Party, (b) the Indemnifying Party shall promptly reimburse the Indemnified Party for the full amount of any liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party within the limits of this Article and subject to the U.S. Dollar amounts referred to herein, (c) the Indemnified Party shall not, without the prior written consent of the otherIndemnifying Party, settle or compromise any claim or consent to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoingclaim, an and (d) nothing herein shall require any Indemnified Party to consent to the entry of any order, injunction, or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall have the right to pay or settle any such claim; provided, however, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party. If representation of the Indemnified Party, on the one hand, and the Indemnifying Party, on the other, by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnified Parties shall be entitled to engage separate legal counsel to participate with separate counsel in the defense of such claim at the sole expense of Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle, or compromise the claim in the exercise of its reasonable judgment at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.

Third Party Claims. Promptly after the receipt by either If a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party claim by a third party (a “"Third-Party Claim”") is made against a Seller Indemnified Party or Buyer Indemnified Party (collectively, an "Indemnified Party"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article X, such Indemnified Party shallshall promptly notify in writing the indemnifying party of such claims; provided, if a that, that failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability it may have to the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such Third-Party Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give prejudiced by the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The indemnified party's failure to give notice within such time period. The indemnifying party shall have 30 days after receipt of such notice shall not relieve to undertake, conduct and control, through counsel of its own choosing and at its own expense, the Indemnifying Party from any obligation under this Section 8 except wheresettlement or defense thereof, and then solely the Indemnified Party shall cooperate with it in connection therewith; provided that the indemnifying party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the extent that, fees and expenses of such failure actually and materially prejudices the rights of the Indemnifying counsel shall be borne by such Indemnified Party. If the Claim relates indemnifying party so chooses to Losses for which assume the defense it shall do so promptly 49 and diligently. So long as the indemnifying party is reasonably contesting any such claim in good faith, the Indemnified Party is entitled to indemnification pursuant to this Section 8shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnifying Indemnified Party shall have the right to defend pay or settle any such Claimclaim, at provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Partyindemnifying party. If the Indemnifying indemnifying party does not notify the Indemnified Party assumes in writing within 30 days after the receipt of the Indemnified Party's written notice of a claim of indemnity hereunder that it elects to undertake the defense of such Claimthereof, the Indemnified Party shall reasonably cooperate in such defense so long as have the Indemnified Party is right to contest, settle or compromise the claim but shall not materially prejudiced therebythereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in indemnifying party shall not, except with the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnified Party, to the entry of any judgment or enter into any settlement unless (A) there is no finding or admission of any violation of Applicable Law, (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, (C) the indemnified party or its Affiliates shall have no liability with respect to any compromise or settlement of such Third-Party Claim, and (D) the compromise or settlement provides to all indemnified parties and their Affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Article X, (i) both the Indemnified Party a release from all liability in respect and the indemnifying party, as the case may be, shall keep the other party reasonably informed of the status of such Claim. Notwithstanding the foregoing, an Indemnified Third-Party shall be entitled to participate with separate counsel Claim and any related proceedings at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party orall stages thereof, (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the reasonable written opinion proper and adequate defense of counsel any Third-Party Claim and (iii) with respect to any Third-Party Claim subject to indemnification under this Article X, the parties agree to cooperate in such a manner as to preserve in full (to the Indemnified Party, a conflict or potential conflict exists between either extent possible) the Indemnifying Party confidentiality of all confidential information and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information attorney-client and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimwork-product privileges.

Third Party Claims. Promptly after Subject to the receipt by either provisions of Article VIII, all claims for indemnification made under this Agreement resulting from, related to or arising out of a Contributor Indemnified Party or a KHC third-party claim against an Indemnified Party (as defined in either case this Section 6.3(a)) shall be made in accordance with the following procedures. A person or entity entitled to indemnification under this Article VI (an “Indemnified Party”) of notice shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action against action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such Indemnified Party claim by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The party; provided that failure to give provide such prompt written notice shall not relieve the Indemnifying Party from any obligation of its obligations under this Section 8 Article VI except where, and then solely to the extent that, that it is prejudiced by such failure actually and materially prejudices the rights failure. Within 30 days after delivery of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8such notification, the Indemnifying Party shall have may, upon written notice thereof to the right to defend Indemnified Party, assume control of the defense of such Claimaction, at the Indemnifying Party’s expense and suit, proceeding or claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense does not assume control of such Claimdefense in accordance with the foregoing provisions, the Indemnified Party shall reasonably cooperate in control such defense. The Party not controlling such defense so long as may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party is not materially prejudiced therebyreasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection with such action, suit, proceeding or claim shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel per jurisdiction for all Indemnified Parties (it being understood that in the case of claims regarding jurisdictions other than the United States of America, the Indemnified Party shall be permitted to engage both United States counsel and counsel in the relevant foreign jurisdiction). The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense shall not agree to any settlement of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentaction, suit, proceeding or claim without the prior written consent of the otherIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to the entry of any judgment or enter into any settlement with respect to of such Claim action, suit, proceeding or claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a complete release of the Indemnified Party a release from all liability in with respect of such Claim. Notwithstanding thereto or that imposes any liability or obligation on the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at without the expense prior written consent of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict which consent shall not be unreasonably withheld, conditioned or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly Reasonably promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the commencement other party pursuant to this Agreement, the party in receipt of any action against such the claim (the "Indemnified Party by a third Party") shall notify the other party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “"Indemnifying Party”") written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimreceipt thereof. The failure Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party from any of its obligation under this Section 8 except wherehereunder; provided, and then solely to the extent thathowever, that if such failure actually to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall notify the Indemnified Party that it elects to assume the defense of any such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and materially prejudices in no event later than 10 days following the rights aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party. If the Claim relates 's obligation to Losses for which indemnify the Indemnified Party is entitled to indemnification pursuant to this Section 8in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense of such Claimdefense, the Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall reasonably cooperate in have agreed to the retention of such defense so long as counsel for both the Indemnifying and Indemnified Parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party is not materially prejudiced therebyand representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense No settlement of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, a claim by either party shall be made without the prior written consent of the otherother party, to the entry of any judgment which consent shall not be unreasonably withheld or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claimdelayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such matter) to the extent that the action or proceeding seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party subject to the same requirements referred to above for the Indemnifying Party when it is entitled to assume such defense and the Indemnified Party shall be entitled have the right to participate with separate counsel at settle such matter without the expense prior written consent of the Indemnifying Party if (i) so requested by unless such settlement involves the Indemnifying Party orpayment of money, (ii) in which event the reasonable required prior written opinion of counsel to the Indemnified Party, a conflict consent shall not be unreasonably withheld or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly after If the receipt by either a Contributor Indemnified Party or becomes aware of a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party claim being asserted by a third party Third Party (a “Third Party Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which that the Indemnified Party is entitled to indemnification believes may result in a demand pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such ClaimARTICLE VIII, the Indemnified Party shall reasonably cooperate promptly notify the Indemnifying Party in writing of such defense so long as the Indemnified Third Party is not materially prejudiced therebyClaim. The Indemnified Party may retain separate co-shall be entitled to control the defense of any Third Party Claim (other than any Third Party Claim relating to Indemnified Taxes, which shall be governed by Section 5.7), with its own counsel and at its sole own expense (which expenses, for the avoidance of doubt, shall be considered Losses to the extent that an Indemnified Party is or would be (if finally resolved pursuant to Section 8.3(c)) entitled to indemnification in respect of such Third Party Claim); provided however, that the Indemnifying Party shall be entitled to participate, with its own counsel and at its own cost and expense and may participate expense, in the defense of such claim. Neither any Third Party Claim that is the Indemnifying Party nor any subject of a notice given by an Indemnified Party will consentpursuant to this Section 8.4(a); provided, further, that the Indemnified Party shall not be entitled to enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of the otherIndemnifying Party (which such consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or consent to entry of judgment requires payment by any one or more Owners of amounts that, in the aggregate with all other indemnifiable Losses arising from Third Party Claims settled or compromised by Purchaser Indemnified Parties pursuant to this Section 8.4(a), exceed the Indemnity Escrow Fund, in case any one or more Owners is the Indemnifying Party, or the payment of funds, in case Purchaser is the Indemnifying Party, or involves any finding or admission of any violation of any Law or admission of wrongdoing by the Indemnifying Party. A party shall only be liable for indemnification of a Third Party Claim by agreement of such party or otherwise pursuant to Section 8.4(c) and any settlement or compromise or consent to the entry of any judgment or enter judgement entered into any settlement by an Indemnified Party with respect to such Third Party Claim that does shall not include as an unconditional term thereof the giving by the claimant conclusively establish whether Losses were incurred with respect to such Third Party Claim for which indemnification is required hereunder or the plaintiff to the Indemnified Party a release from all liability in respect amount of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimindemnifiable Losses.

Third Party Claims. Promptly after In the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party claim asserted by a third party (a “Claim”)against an Indemnified Party, notice shall be given by the Indemnified Party to the Indemnifying Party as soon as practicable after such Indemnified Party shallhas knowledge of any claim as to which indemnity may be sought (together with the documentation referenced in Section 8.5(a)), and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; PROVIDED, HOWEVER, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, if a Claim with respect thereto it is to be made pursuant to Section 8.2 or Section 8.3not Whitxxx, give the Members and Contributor or KHCXxeed, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light Abboxx & Xorgxx XXX on behalf of the circumstances then known Buyer, or Calfxx, Xxlter & Grisxxxx XXX or behalf of the Seller, shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party's expense (which shall not be subject to reimbursement or indemnification hereunder except as provided below), and (c) the omission by any Indemnified Party along with a copy of the Claim. The failure to give such notice as provided herein shall not relieve the Indemnifying Party from any obligation of its indemnification obligations under this Section 8 Agreement except where, and then solely only to the extent that, that such Indemnifying Party is actually damaged as a result of such failure actually and materially prejudices the rights of the Indemnifying Partyto give prompt notice. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and Except with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnified Party (which consent shall not be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement with respect to such Claim that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff (with respect to such settlement or judgment) to such Indemnified Party of a release from any and all liability with respect to such claim or litigation. If the Indemnified Party a release from all liability shall in good faith determine that the Indemnified Party has available to it one or more fundamental defenses or counterclaims that are inconsistent with one or more of the fundamental defenses expected to be relied upon by the Indemnifying Party in respect of such Claim. Notwithstanding claim or any litigation relating thereto, the foregoing, an Indemnified Party shall, in such instances, upon discovery of such conflict, have the right to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the cost of the Indemnifying Party (to the extent required under this Article 8); PROVIDED, HOWEVER, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. As of the date hereof, no party is aware of any such conflict or potential conflict in connection with the Seller's obligation to indemnify the Buyer Indemnitees for the Western Atlas matter provided for in Section 8.2(d). If the Indemnifying Party does not accept the defense of any matter as above provided within 30 days after receipt of the notice from the Indemnified Party above and the documents described in Section 8.2(a), the Indemnified Party shall have the full right to defend against any such claim or demand at the cost of the Indemnifying Party (to the extent required under Article 8) and shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party orsettle or agree to pay in full such claim or demand. In any event, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice shall reasonably cooperate with the Indemnified Party. Regardless negotiation, defense and/or settlement of which party any claim or litigation subject to this Article 8 and the records of each shall assume the defense of such Claim, each party shall provide be reasonably available to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise with respect to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimnegotiation defense and/or settlement.

Third Party Claims. Promptly after the receipt by either any Shareholder, IDT Media or IDT of notice of any claim, action, suit or proceeding by any person or entity who is not a Contributor Indemnified Party or a KHC Indemnified Party party to this Agreement (in either case collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) of shall give written notice of such Action to the commencement of any action against such Indemnified Party by a third party from whom indemnification is claimed (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim). The Indemnified Party’s failure to give such notice shall not relieve so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from any obligation its obligations to indemnify under this Section 8 7.2, except where, and then solely to the extent that, such the Indemnified Party’s failure to so notify actually and materially prejudices the rights Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such Claim, at counsel shall be the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If Party unless (A) the Indemnifying Party assumes has agreed to pay such fees and expenses, (B) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (C) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, entitled to indemnification hereunder without the prior written consent of the otherIndemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment or enter into any settlement with respect to any such Claim that does not include Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant claimant, petitioner or the plaintiff plaintiff, as applicable, to the such Indemnified Party of a release from all liability in with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such ClaimAction.

Third Party Claims. Promptly Within ten (10) days after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party any party entitled to indemnification (in either case an “the "Indemnified Party”") pursuant to this Section 8 of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”)party, such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any party obligated to provide indemnification (the "Indemnifying Party") pursuant to this Section 8.2 or Section 8.38, give the Members and Contributor or KHC, as the case may be (in either case an “such Indemnifying Party”) Party written notice thereof (in accordance with Section 9.10) in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of Party; provided, however, that the Claim. The failure to give such notice shall not relieve the any Indemnifying Party from any obligation under this Section 8 hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the such Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Such Indemnifying Party shall have the right to defend such Claimclaim, at the such Indemnifying Party’s 's expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such Claimclaim, the Indemnified Party shall agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced therebythereby and on the condition that the Indemnifying Party reimburse the Indemnified Party for any reasonable expenses incurred by the Indemnified Party pursuant to such cooperation. The So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the , and neither any Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof claim without the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense prior written consent of the Indemnifying Party if other, which consent will not be unreasonably withheld or delayed. In the event that: (ia) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.Indemnifying

Third Party Claims. Promptly after In the receipt by either case of any claim (a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified PartyClaim”) of notice of the commencement of any action against such Indemnified Party asserted by a third party (including, for the avoidance of doubt, any Governmental Authority) against a party entitled to indemnification under this Agreement (the “ClaimIndemnified Party”), such notice shall be given by the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant the party required to Section 8.2 or Section 8.3, give provide indemnification (the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to promptly after such Indemnified Party along with a copy has actual knowledge of any claim as to which indemnity may be sought, and the Claim. The Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any Litigation resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or Litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (iii) the failure by any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party from any of its indemnification obligation under this Section 8 Agreement except where, and then solely to the extent that, that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged or prejudiced as a result of such failure actually to give notice and materially prejudices (iv) the rights Indemnifying Party shall not have the right to assume the defense of any Claim in the event (A) such Claim is primarily for injunctive relief or criminal penalty of the Indemnifying Indemnified Party. If the Claim relates to Losses for which , or (B) the Indemnified Party is entitled in good faith determines that the conduct of the defense of any claim subject to indemnification pursuant to this Section 8, hereunder or any proposed settlement of any such claim by the Indemnifying Party would reasonably be expected to affect adversely in any material respect the Indemnified Party’s Tax liability or the ability of the Buyer to conduct the Business, taken as a whole, as conducted at such time, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any Litigation relating thereto, in which case the Indemnified Party shall have the right at all times to defend take over and assume control over the defense, settlement, negotiations or Litigation relating to any such Claim, claim at the sole cost of the Indemnifying Party’s expense , provided that if the Indemnified Party does so take over and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claimassume control, the Indemnified Party shall reasonably cooperate in not settle such defense so long as claim or Litigation without the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense written consent of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentParty, without such consent not to be unreasonably withheld or delayed. Except with the prior written consent of the otherIndemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any claim or Litigation, shall consent to the entry of any judgment or order, interim or otherwise, or enter into any settlement with respect that (i) would lead to such Claim that liability or create any financial or other obligation on the part of the Indemnified Party, (ii) does not include contain, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to release of the Indemnified Party a release from all liability in respect of such ClaimClaim or such Claim is not dismissed against the Indemnified Party with prejudice and without the imposition of any financial or other obligation on the Indemnified Party or (iii) admits the liability or fault of the Indemnified Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel shall still provide indemnification to the Indemnified Party. In any event, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume cooperate in the defense of such Claim, any claim or litigation subject to this Section 11.4 and the records of each party shall provide be available to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise with respect to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdefense.

Third Party Claims. Promptly Parent agrees to notify the Stockholders Representative in writing of any Claims asserted by third parties that, in the opinion of Parent, are reasonably likely to give rise to indemnification of any member of the Parent Group hereunder (“Third-Party Claims”). In the event of any Third Party Claim, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within 30 days after the Indemnifying Party’s receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against Third Party Claim, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim shall cooperate with respect thereto is to be made pursuant to Section 8.2 any such participation, defense, settlement or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimcompromise. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ its own counsel in any such Claimcase, but the fees and expenses of the Indemnified Party’s counsel shall be at the Indemnifying Party’s sole expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If Party unless: (i) the Indemnifying Party assumes the defense shall have authorized in writing employment of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party; (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such action within 30 days after the Indemnifying Party received notice of the Asserted Liability; (iii) the Indemnified Party shall have reasonably concluded, based upon advice of counsel, that there are defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party with respect to such different defenses); or (iv) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding, in any of which events the fees and expenses of one additional counsel shall be borne by the Indemnifying Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment that: (a) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Third Party Claim; (b) involves relief other than monetary damages; (c) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates; or (d) involves any finding or admission of liability or of any violation of applicable law. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent; provided that such consent is not unreasonably withheld. After payment of any claim by the Indemnifying Party, the Indemnified Party, if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either shall assign to the Indemnifying Party and all rights the Indemnified Party which would materially prejudice may have against any applicable account debtor or other responsible Person in respect of such claim. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnified Party. Regardless of which party Party shall assume the defense of such Claim, each party shall provide make available to the other parties on request all information and documentation reasonably necessary to support and verify Indemnifying Party any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records or other documents within its control that are necessary or appropriate for such defense. Any expenses of any Indemnified Party for which indemnification is available hereunder shall be paid upon written demand therefor. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that an action by a third party may adversely affect it or its Affiliates other than solely as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such action, and personnel in their possession or under their control the Indemnifying Party will indemnify the Indemnified Party for the costs associated therewith. The Indemnifying Party will not be bound by any settlement of such an action effected without its consent (which would have a bearing on such Claimwill not be unreasonably withheld).

Third Party Claims. Promptly after If any lawsuit or enforcement action is filed against any Indemnified Party, a Claim Notice shall be given to the receipt by either a Contributor Indemnifying Party as promptly as practicable; provided, however, the failure of any Indemnified Party or a KHC to give timely notice shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnify hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (in either case an “Indemnified Party”i) of notice to take control of the commencement defense and investigation of any such lawsuit or action; (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense unless the named parties to such action against such or proceeding includes both the Indemnifying Party and the Indemnified Party by a third party (a “Claim”), such and the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case has been advised in writing by counsel that there may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known one or more legal defenses available to such Indemnified Party along with a copy of the Claim. The failure that are different from or additional to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely those available to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for , in which case the Indemnified Party shall also have the right to employ its own counsel in any such case with the reasonable fees and expenses of such counsel being borne by the Indemnifying Party; and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. Notwithstanding anything in this Article VIII to the contrary, (i) if there is entitled to indemnification pursuant to this Section 8a reasonable probability than an Indemnifiable Claim may materially and adversely affect the Indemnified Party, other than as a result of money damages or other money payments, the Indemnifying Indemnified Party shall have the right to defend participate in such Claimdefense, at the Indemnifying Party’s expense compromise or settlement and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentnot, without the prior Indemnified Party's written consent of the other(which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to the entry of any judgment in respect thereof unless such settlement, compromise or enter into any settlement with respect to such Claim that does not include consent includes as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of If the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel fails to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claimclaim within fifteen (15) calendar days after receipt of the Claim Notice, each party shall provide the Indemnified Party will (upon delivering such notice to such effect to the other parties Indemnifying Party) have the right to undertake the defense, compromise or settlement of such third party claim on request all information behalf of and documentation reasonably necessary to support for the account and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimrisk of the Indemnifying Party.

Third Party Claims. Promptly after the receipt by either a Contributor (a) In order for an Indemnified Party to seek indemnification under this Article 7 with respect to any action, lawsuit, Proceeding, investigation or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action other claim brought against such Indemnified Party it by a third party (a “Third-Party Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, must give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) prompt written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim, specifying the amount thereof in reasonable detail in light (if known and quantifiable) and the basis of the circumstances then known to such Indemnified Party along with a copy of the Claim. The claim; provided that, any failure to give such notice so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party from any obligation under this Section 8 of its or his obligations hereunder except where, and then solely to the extent that, such failure the Indemnifying Party will have been actually and materially prejudices prejudiced as a result of such failure, or the rights indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase), or such claims notice was delivered after the expiration of the applicable survival period. If the With respect to any Third-Party Claim relates to Losses for which which, if adversely determined, would entitle the Indemnified Party is entitled to indemnification pursuant to this Section 8Article 7, the Indemnifying Party shall have the right to defend such Claimbe entitled, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may expense, (i) to participate in the defense of such claim. Neither Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (1) notify the Indemnified Party and agree in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party nor any will indemnify the Indemnified Party will consent, without from and against the prior written consent of the other, to the entry entirety of any judgment Losses (without any limitations other than those set forth in Section 7.5) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving caused by the claimant or Third-Party Claim in accordance with the plaintiff terms of this Agreement; and (2) furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party a release from all liability that the Indemnifying Party has sufficient resources to defend such Third-Party Claim and to satisfy its obligations to the Indemnified Party under this Article 7 in respect of such Third-Party Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party shall not have the right to assume control of such defense if (i) so requested by the Third-Party Claim which the Indemnifying Party orseeks to assume control (A) seeks non-monetary relief, (iiB) involves criminal or quasi-criminal allegations, (C) involves a claim which, if adversely, determined, would be reasonably expected, in the reasonable written opinion good faith judgment of counsel to the Indemnified Party, to establish a conflict precedent, custom or potential conflict exists between either practice adverse to the continuing business interests or prospects of the Indemnified Party or the Company, (D) seeks Losses in excess of the Cap or (E) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party and failed or is failing to vigorously prosecute or defend (each of the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such foregoing, an “Exception Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim”).

Third Party Claims. Promptly after the receipt by either If a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party claim by a third party is made ------------------ against any Indemnified Party (a “other than the Xxxxx Claim”, which shall be governed by the provisions of Section 5.6), and if such party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give shall promptly notify the Members and Contributor or KHC, as Indemnifying Party of such claims; provided that the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The -------- failure to give such notice so notify shall not relieve the Indemnifying Party from any obligation under this Section 8 of its obligations hereunder, except where, and then solely to the extent that, such failure that the Indemnifying Party is actually and materially prejudices prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the rights conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party. If , of the Claim relates to Losses for which settlement or defense thereof and the Indemnified Party shall cooperate with it in connection therewith; provided that it is -------- reasonably anticipated by the Indemnified Party that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by -------- such Indemnified Party; provided, further, that the Indemnifying Party shall not -------- ------- be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification pursuant relates to this Section 8or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to defend employ separate counsel in any such Claimaction or claim and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party’s expense , which authorization shall not be unreasonably withheld, or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and with the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel of its choice that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party. So long as the Indemnifying Party is reasonably satisfactory contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to Indemnified Partypay or settle any such claim, provided that in such event it shall waive any right -------- to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party assumes does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense of such Claimthereof, the Indemnified Party shall reasonably cooperate in such defense so long as have the Indemnified Party is right to contest, settle or compromise the claim but shall not materially prejudiced therebythereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentshall not, without except with the prior written consent of the otherIndemnified Party, to the entry of any judgment or enter into any settlement with respect that is not entirely indemnifiable by the Indemnifying Party pursuant to such Claim that this Article VIII and does not include as an unconditional term thereof the giving by the claimant Person or the plaintiff Persons asserting such claim to the all Indemnified Party a Parties of an unconditional release from all liability in with respect to such claim or consent to entry of such Claimany judgment. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the The Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume cooperate with each other in all reasonable respects in connection with the defense of such Claimany claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise including making available records relating to such claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for indemnification and shall provide reasonable access the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to all books, records and personnel in their possession or under their control which would have a bearing on such Claimclaim.

Third Party Claims. Promptly The Indemnifying Party shall have thirty (30) days after receipt of the receipt by either Claim Notice with respect to a Contributor Third-Party Claim to assume the conduct and control of the settlement or defense of such the Third-Party Claim, through counsel of its own choosing (but reasonably satisfactory to the Indemnified Party) and at the Indemnifying Party's own expense, and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by such Indemnified Party with no right to indemnification therefor unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnified Party reasonably concludes (based on the advice of counsel) that there exists a KHC conflict of interest between the interests of the Indemnified Party and the Indemnifying Party, or (iii) the Indemnifying Party has after a reasonable time failed to employ counsel to assume or to continue to maintain such defense, in each of which events the Indemnified Party may retain counsel which shall be reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel for the Indemnified Party (but in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice no event shall not relieve the Indemnifying Party from any obligation under be obligated to pay fees and expenses of more than one firm for all Indemnified Parties). Except as otherwise provided in this Section 8 except where9.2(c), so long as the Indemnifying Party is reasonably contesting any such Third-Party Claim in good faith, the Indemnifying Party shall have the exclusive right to conduct and then solely to control the extent that, defense of the Third-Party Claim and the Indemnified Party shall not pay or settle any such failure actually and materially prejudices Third-Party Claim without the rights consent of the Indemnifying Party. If the Claim relates to Losses for which Indemnifying Party does not notify the Indemnified Party is entitled within thirty (30) days after the receipt of the Indemnified Party's Claim Notice with respect to indemnification pursuant a Third-Party Claim that it elects to this Section 8undertake the defense thereof (or does not fulfill its commitment to undertake such defense), the Indemnifying Indemnified Party shall have the right to defend such Claimcontest, at settle or compromise the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory Third-Party Claim but shall not thereby waive any right to Indemnified Partyindemnity therefor pursuant to this Agreement. If the The Indemnifying Party assumes shall not, except with the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnified Party, consent to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified person asserting such Third-Party a Claim of an unconditional release from all liability in with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access Third-Party Claim to all booksIndemnified Parties (i.e., records and personnel in their possession Assignor Indemnified Parties or under their control which would have a bearing on such ClaimAssignee Indemnified Parties, as the case may be).

Third Party Claims. Promptly after the receipt (a) If a claim, action, suit or Proceeding by either a Contributor Indemnified Person who is not a Party or an Affiliate thereof (a KHC Indemnified “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 or Section 6.13(j) hereof (in either case an “Indemnified Party”) of notice of the commencement of any action against ), and if such Indemnified Party by a third party (a “Claim”)Person intends to seek indemnity with respect thereto under this Article 9 or Section 6.13, such Indemnified Party shallshall promptly notify the Party obligated to indemnify such Indemnified Party (or, if in the case of a Claim with respect thereto Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify Sellers’ Representative, in each case, such notified Party, the “Responsible Party”) of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is to be made actually prejudiced thereby. Such notice shall identify in reasonable detail and in good faith the basis under which indemnification is sought pursuant to Section 8.2 9.2 or Section 8.3, give the Members and Contributor or KHC, 6.13 (as the case may be be) and enclose true and correct copies of any written document furnished to the Indemnified Party by the Person that instituted the Third Party Claim. The Responsible Party shall have thirty (in either case an “Indemnifying Party”30) written days after receipt of such notice thereof in reasonable detail in light to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the EAST\134549672.25 70 expense of the circumstances then known Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall use commercially reasonable efforts to cooperate with the Responsible Party in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party along with a copy (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Claim. The failure to give Responsible Party is reasonably contesting any such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except whereclaim in good faith, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnifying Indemnified Party shall have the right to defend pay or settle any such Claim, at claim; provided that in such event it shall waive any right to indemnity in respect of such claim unless the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory Responsible Party shall have consented to Indemnified Partysuch payment or settlement. If the Indemnifying Responsible Party assumes does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense of such Claimor settlement thereof, the Indemnified Party shall reasonably cooperate in such defense so long as have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party is (which consent shall not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentbe unreasonably withheld, without the prior written consent of the otherconditioned or delayed), to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff Person(s) asserting such claim to the all Indemnified Party a Parties of an unconditional release from all liability in with respect to such claim or consent to entry of such Claimany judgment. Notwithstanding anything in this Article 9 to the foregoingcontrary, an Indemnified the Responsible Party shall be entitled not have the right to participate with separate counsel at assume the expense of the Indemnifying defense under this Section 9.3 for any Third Party if Claim (i) so requested by where material non-monetary relief is sought that is not merely incidental to the Indemnifying Party ormonetary relief that is sought, (ii) in involving criminal or quasi-criminal allegations, (iii) that could reasonably be expected to materially adversely affect the reasonable written opinion of Indemnified Party’s business, or (iv) involving the Responsible Party or its Affiliates as parties if counsel to the Indemnified Party, Responsible Party determines in good faith that joint representation would give rise to a conflict or potential conflict exists between either the Indemnifying Party and of interest, in each case, for which defense shall be assumed by the Indemnified Party which would materially prejudice with the Indemnified right to retain (at the Responsible Party. Regardless ’s expense) counsel of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimits choice.

Third Party Claims. Promptly after the receipt by either Roman or IDT Media of notice of any claim, action, suit or proceeding by any person or entity who is not a Contributor Indemnified Party or a KHC Indemnified Party party to this Agreement (in either case collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) of shall give written notice of such Action to the commencement of any action against such Indemnified Party by a third party from whom indemnification is claimed (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim). The Indemnified Party’s failure to give such notice shall not relieve so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from any obligation its obligations to indemnify under this Section 8 7.2, except where, and then solely to the extent that, such the Indemnified Party’s failure to so notify actually and materially prejudices the rights Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such Claim, at counsel shall be the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If Party unless (A) the Indemnifying Party assumes has agreed to pay such fees and expenses, (B) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (C) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, entitled to indemnification hereunder without the prior written consent of the otherIndemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment or enter into any settlement with respect to any such Claim that does not include Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant claimant, petitioner or the plaintiff plaintiff, as applicable, to the such Indemnified Party of a release from all liability in with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such ClaimAction.

Third Party Claims. Promptly after the receipt by either a Contributor If any claim or demand in respect of which an Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action might seek indemnity under this Article VIII is asserted against such Indemnified Party by a third Person other than a party hereto (a “Third Party Claim”), such the Indemnified Party shall, if a shall give written notice (the “Third Party Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying PartyNotice”) written notice and the details thereof in reasonable detail in light including an estimate of the circumstances then known claimed Losses and copies of all relevant pleadings, documents and information to such Indemnified the Indemnifying Party along with within a copy period of twenty (20) days following the assertion of the Claim. The Third Party Claim against the Indemnified Party; provided, that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation under this Section 8 of its obligations hereunder except where, and then solely to the extent that, such failure actually and materially prejudices shall have prejudiced the rights Indemnifying Party or shall have resulted in the expiration of the Indemnifying Partyrelevant time period set forth in Section 8.5. If Within thirty (30) days after its receipt of the Third Party Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8Notice, the Indemnifying Party shall have give notice to the right to defend such ClaimIndemnified Party, at in writing, of whether the Indemnifying Party’s expense and with counsel Party elects to assume the defense of its choice reasonably satisfactory to Indemnified Partysuch Third Party Claim under this Article VIII. If the Indemnifying Party assumes notifies the Indemnified Party that it elects to assume the defense of such a Third Party Claim, then, subject to the limitations and restrictions provided in the R&W Policy, such defense shall be controlled by the Indemnifying Party, who shall diligently defend such Third Party Claim to a final conclusion or settlement, at the discretion of the Indemnifying Party; provided, that unless consented to by the Indemnified Party (which consent shall reasonably cooperate in such defense so long as not be unreasonably withheld), the Indemnifying Party shall not enter into any settlement that requires a non-monetary commitment by the Indemnified Party is not materially prejudiced therebyParty. The Indemnified Party may retain separate co-counsel will cooperate fully in such defense, including making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim. The Indemnified Party, at its sole cost and expense and expense, may participate in in, but not control, the defense of such claim. Neither the Indemnifying any Third Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested assumed by the Indemnifying Party or, (ii) in pursuant to this Section 8.4(a). If the reasonable written opinion of counsel Indemnifying Party denies its obligation to indemnify the Indemnified PartyParty with respect to a Third Party Claim, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense will proceed in good faith to negotiate a resolution of such Claimdispute, each and if not resolved through negotiations within a period of thirty (30) days from the date of such notice, either party shall provide may resort to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel litigation in their possession or under their control which would have a bearing on such Claimaccordance with Section 8.4(c).

Third Party Claims. Promptly Within 10 business days after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of Indemnitee ------------------ receives notice of any third party claim or the commencement of any action against such Indemnified Party by a any third party (which such Indemnitee reasonably believes may give rise to a “Claim”)claim for indemnification from an Indemnitor hereunder, such Indemnified Party Indemnitee shall, if a Claim with claim in respect thereto thereof is to be made pursuant to against an Indemnitor under Section 8.2 or Section 8.37, give the Members and Contributor or KHC, as the case may be (notify such Indemnitor in either case an “Indemnifying Party”) written notice thereof writing in reasonable detail in light of such claim or action and include with such notice copies of all notices and documents (including court papers) served on or received by the circumstances then known to Indemnitee from such Indemnified Party along with a copy of the Claimthird party. The failure Failure to give such written notice within the time period described above, shall not relieve release the Indemnifying Party from any obligation under this Section 8 Indemnitor except where, and then solely to the extent thatsuch party is prejudiced by such failure. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or action, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or compromise such claim or action, provided that if such settlement or compromise -------- shall provide for any relief other than a monetary payment by the Indemnitor, such failure actually and materially prejudices settlement or compromise shall be effected only with the rights consent of the Indemnifying PartyIndemnitee, which consent shall not be unreasonably withheld or delayed. If After notice to the Claim relates Indemnitee of the Indemnitor's election to Losses for which assume the Indemnified Party is entitled to indemnification pursuant to this Section 8defense of such claim or action, the Indemnifying Party Indemnitor shall not be liable to the Indemnitee under Section 7 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnitee shall have the right to defend employ -------- counsel to represent it if (x) the employment of such Claimcounsel has been - specifically authorized in writing by the Indemnitor, at (y) such claim or action involves remedies other than monetary damages and such remedies, in the Indemnifying Party’s expense Indemnitee's reasonable judgment, could have a material adverse effect on such Indemnitee or (z) the named parties to any such third party claim (including impleaded parties) include both the Indemnitee and with the Indemnitor and such Indemnitee shall have been advised in writing by its counsel that there may be conflicting interests between the Indemnitor and the Indemnitee in the legal defense of its choice reasonably satisfactory such third party claim, and in any such event the fees and expenses of such separate counsel shall be paid by the Indemnitor, provided that the -------- Indemnitor shall not be obligated to Indemnified Partypay the fees or expenses of more than one separate counsel for all Indemnitees arising out the same claim or action. If the Indemnifying Party assumes Indemnitor does not elect to assume the defense of such Claimclaim or action within 30 days of the Indemnitee's delivery of notice of such a claim or action, the Indemnified Party Indemnitor shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at be deemed to have waived its sole cost and expense and may participate in right to assume the defense of such claimthird party claim and the Indemnitee shall be entitled to assume the defense thereof. Neither If the Indemnifying Party nor Indemnitor fails to acknowledge in writing its indemnification obligation to the Indemnitee for such claim or action within a reasonable period following the request therefor by the Indemnitee, the Indemnitee shall be entitled to assume the defense of such claim or action in any Indemnified Party will consentmanner it deems appropriate including, without the prior written consent of the otherlimitation, settling any such third party claim or consenting to the entry of any judgment with respect thereto, provided that it acts reasonably and in good faith. Unless it has been conclusively determined through a final judicial determination (or enter into any settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 7.2.3., the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such Claim that does defense, and shall not include as an unconditional term thereof settle or compromise any such claim or action without the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense consent of the Indemnifying Party if (i) so Indemnitor, which consent shall not be unreasonably withheld or delayed. The parties hereto agree to render to each other such assistance as may reasonably be requested by in order to insure the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party proper and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the adequate defense of any such Claimclaim or action, each party shall including making employees available on a mutually convenient basis to provide to the other parties on request all additional information and documentation reasonably necessary explanation of any relevant materials or to support and verify testify at any Losses which give rise proceedings relating to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimaction.

Third Party Claims. Promptly after the receipt by either any Seller or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a Contributor Indemnified Party or a KHC Indemnified Party party to this Agreement (in either case collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) of shall give written notice of such Action to the commencement of any action against such Indemnified Party by a third party from whom indemnification is claimed (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim). The Indemnified Party’s failure to give such notice shall not relieve so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from any obligation its obligations to indemnify under this Section 8 7.2, except where, and then solely to the extent that, such the Indemnified Party’s failure to so notify actually and materially prejudices the rights Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Claim relates to Losses for which Indemnifying Party so assumes the defense of any such Action, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such Claim, at counsel shall be the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If Party unless (A) the Indemnifying Party assumes has agreed to pay such fees and expenses, (B) any relief other than the defense payment of such Claim, money damages is sought against the Indemnified Party or (C) the Indemnified Party shall reasonably cooperate have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such defense so long as case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, entitled to indemnification hereunder without the prior written consent of the otherIndemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment or enter into any settlement with respect to any such Claim that does not include Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant claimant, petitioner or the plaintiff plaintiff, as applicable, to the such Indemnified Party of a release from all liability in with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such ClaimAction.

Third Party Claims. Promptly after the receipt by either All claims for indemnification made under this Agreement resulting from, related to or arising out of a Contributor Indemnified third-party claim (“Third-Party or a KHC Claim”) against an Indemnified Party (as defined in either case this Section 4.3(a)) shall be made in accordance with the following procedures. A person or entity entitled to indemnification under this Article IV (an “Indemnified Party”) of notice shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action against such Indemnified Party by action, suit or proceeding relating to a third third-party (a “Claim”), such Indemnified Party shallclaim for which indemnification may be sought or, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3earlier, give upon the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light assertion of the circumstances then known to any such Indemnified Third-Party along with a copy of the Claim. The failure to give Within 30 days after delivery of such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8notification, the Indemnifying Party shall have may, upon written notice thereof to the right to defend Indemnified Party, assume control of the defense of such Claimaction, at the Indemnifying Party’s expense and suit, proceeding or claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense does not assume control of such Claimdefense, the Indemnified Party shall reasonably cooperate in control such defense. The Party not controlling such defense so long as may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party is not materially prejudiced therebyreasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense shall not agree to any settlement of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentaction, suit, proceeding or claim without the prior written consent of the other, Indemnifying Party. The Indemnifying Party shall not agree to the entry of any judgment or enter into any settlement with respect to of such Claim action, suit, proceeding or claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a complete release of the Indemnified Party a release from all liability in with respect thereto without the prior written consent of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict which consent shall not be unreasonably withheld, conditioned or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly As soon as practicable after the receipt by either a Contributor an ------------------ Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of any claim or the commencement of any action against such Indemnified Party by a any third party (a “Claim”)party, such the Indemnified Party shall, if a Claim with claim in respect thereto thereof is to be made pursuant to Section 8.2 or Section 8.3by it under this Article IX, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve notify the Indemnifying Party from in writing of the claim or the commencement of that action. If any obligation under this Section 8 except wheresuch claim or action shall be brought against an Indemnified Party, and then solely it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent thatthat it wishes, such failure actually and materially prejudices to assume the rights of defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party. If the Claim relates Party to Losses for which the Indemnified Party is entitled of its election to indemnification pursuant to this Section 8assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, -------- ------- any Indemnified Party shall have the right to defend employ separate counsel in any such Claim, claim or action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to such Indemnified Party. If Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party assumes in writing, (ii) such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel or (iii) the Indemnifying Party has failed to assume the defense of such Claim, claim or action and employ counsel reasonably satisfactory to the Indemnified Party shall reasonably cooperate Party, in which case, if such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither notifies the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, in writing that it elects to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with employ separate counsel at the expense of the Indemnifying Party if (i) so requested by Party, the Indemnifying Party or, (ii) in shall not have the reasonable written opinion of counsel right to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claimclaim or action on behalf of such Indemnified Party, each party it being understood, however, that the Indemnifying Party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify not, in connection with any Losses which give rise to one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for indemnification the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties, which firm shall provide reasonable access be designated in writing by such Indemnified Parties. Each Indemnified Party, as a condition of the indemnity agreements contained herein, shall use its best efforts to all bookscooperate with the Indemnifying Party in the defense of any such claim or action. The Indemnifying Party shall not be liable for any settlement of any such claim or action effected without its written consent (which consent shall not be unreasonably withheld), records but if settled with its written consent or if there be a final judgment or arbitration in favor of the plaintiff in any such claim or action, the Indemnifying Party agrees to indemnify and personnel in their possession hold harmless any Indemnified Party from and against any loss or under their control which would have a bearing on liability by reason of such Claimsettlement or judgment or arbitration.

Third Party Claims. Promptly after If any third person shall notify any party hereto (the receipt by either "Indemnified Party") with respect to any matter (a Contributor "Third Party Claim") which may give rise to a claim for indemnification against any other party hereto (the "Indemnifying Party") under this Article IX, then the Indemnified Party or a KHC shall notify the Indemnifying Party thereof promptly; provided however, that no delay on the part of the Indemnified Party (in either case notifying an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Indemnifying Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any liability or obligation under this Section 8 except where, hereunder unless (and then solely to the extent that, such failure actually and materially prejudices the rights of extent) the Indemnifying PartyParty thereby is damaged or materially prejudiced from adequately defending such claim. If In the Claim relates to Losses for which event the Indemnifying Party notifies the Indemnified Party is entitled to indemnification pursuant to this Section 8, within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party shall have is assuming the right to defend such Claimdefense thereof, at (A) the Indemnifying Party’s expense and Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to Indemnified Party. If choice, (B) the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at as its sole cost and expense and may to participate in but not control the defense of such claim. Neither defense, (C) the Indemnifying Party nor any Indemnified Party will consent, without the prior written not consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by matter without the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense written consent of the Indemnifying Party if (not to be withheld unreasonably), and (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party is assuming the defense thereof, within 30 days after the Indemnified Party has given notice of the matter, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the costs thereof. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice it). Such settlement offer shall be accepted unless the Indemnified Party determines that the dispute should be continued, and in such case, 42 the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) so requested by the Indemnifying Party or, amount of the settlement offer or (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and amount for which the Indemnified Party which would materially prejudice may be liable with respect to such action. In addition, the Indemnified Party. Regardless of which party shall assume controlling the defense of such Claimany Third Party Claim shall deliver, each party shall provide or cause to be delivered, to the other parties on request party copies of all information correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and documentation reasonably necessary timely notices of, and the right to support and verify participate in (as an observer) any Losses which give rise hearing or other court proceeding relating to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such the Third Party Claim.

Third Party Claims. Promptly after the receipt by either a Contributor the Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by Legal Action (other than a Contest or Specified Tax Matter) involving a third party (such Legal Action, a “Third-Party Claim”), ) such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any Indemnifying Party pursuant to Section 8.2 or Section 8.311.1, give the Members and Contributor or KHC, as the case may be (in either case an “such Indemnifying Party”) Party written notice thereof of such Third-Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy Party; provided, that the failure of the Claim. The failure Indemnified Party to give provide such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 of its obligations hereunder, except where, and then solely to the extent that, that such failure actually and to give notice shall materially prejudices the rights of prejudice any defense or claim available to the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the The Indemnifying Party shall have be entitled to assume the right defense of any Third-Party Claim with counsel reasonably satisfactory to defend such Claimthe Indemnified Party, at the Indemnifying Party’s expense sole expense, if the Indemnifying Party gives notice to the Indemnified Party that it will indemnify the Indemnified Party from and with counsel against any Damages arising therefrom (subject to the limitations herein) without any reservation of its choice reasonably satisfactory to Indemnified Partyright. If the Indemnifying Party assumes the defense of such any Third-Party Claim: (i) it shall within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) of receipt of the foregoing notice (the “Dispute Period”) notify the Indemnified Party of its intent to do so, (ii) it shall reasonably cooperate in not settle or compromise such defense so long as the Indemnified Third-Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, Claim without the prior written consent of the otherIndemnified Party unless (A) the settlement or compromise does not entail any admission of liability on the part of any Indemnified Party, (B) the settlement or compromise includes an unconditional release of each Buyer Indemnitee or Seller Indemnitee, as applicable, reasonably satisfactory to the entry of any judgment or enter into any settlement Indemnified Party, from all Damages with respect to such Claim Third-Party Claim, and (C) the settlement or compromise is solely for monetary damages that does not include as an unconditional term thereof the giving will be promptly paid in full by the claimant or the plaintiff to Indemnifying Party and (iii) the Indemnified Party a release from all liability shall have the right (but not the obligation) to participate in respect the defense of such Claim. Notwithstanding Third-Party Claim and to employ, at its own expense, counsel separate from counsel employed by the foregoingIndemnifying Party; provided, an Indemnified Party that the reasonable fees, costs and expenses of such counsel shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if both are named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. If the Indemnifying Party does not undertake within the Dispute Period to defend against any Third-Party Claim, then the Indemnified Party will be entitled to assume such defense, at the sole cost and expense of the Indemnifying Party (i) so requested which cost is a Damage subject to the limitations in this Article XI). The Indemnified Party shall not settle any Third-Party Claim, unless such settlement is consented to in writing by the Indemnifying Party or(which such consent shall not be unreasonably withheld, conditioned or delayed), and if any such Third Party Claim is settled without the consent of the Indemnifying Party (where such consent has not been unreasonably withheld, conditioned or delayed), the Indemnified Party shall be deemed to have waived any right to indemnity therefor hereunder unless the Indemnifying Party subsequently consents in writing. Each Party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim. Notwithstanding anything to the contrary in the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and the Indemnified Party shall control such defense) if and to the extent (i) the claim is by a Person that has a material business relationship with the Acquired Companies (but not with the Seller), (ii) in the reasonable written opinion of counsel to claim seeks injunctive relief against the Indemnified Party, (iii) the claim is criminal in nature, (iv) if the Indemnified Party has been advised by counsel that (A) there are one or more legal or equitable defenses available to it with a conflict or potential conflict exists between either reasonable prospect of success which are not available to the Indemnifying Party and or (B) there exists a reasonable likelihood of a conflict of interest between the Indemnified Party which would materially prejudice and the Indemnified Indemnifying Party. Regardless of which party shall assume ; (v) the defense of Indemnifying Party elected to conduct such Claim, each party shall provide Third-Party Claim and then failed to conduct or withdrew from the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise Third-Party Claim or (vi) if the Damages with respect to such claim for indemnification would be subject to the Cap, the claim has a reasonable likelihood of resulting in Damages that would exceed the balance remaining under the Cap. Any consent to be given by a Buyer Indemnitee under this Section 11.4 shall be given by the Buyer acting on behalf of such Buyer Indemnitee and any consent to be given by a Seller Indemnitee under this Section 11.4 shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing be given by the Seller acting on behalf of such ClaimSeller Indemnitee.

Third Party Claims. Promptly Each Indemnified Party under this Section 11 shall, promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from an Indemnifying Party under this Section 11, promptly notify the appropriate Indemnifying Party in writing of the commencement thereof (which shall also constitute the notice required by a third party Section 11.3) (a “ClaimClaim Notice”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure of an Indemnified Party to give such notice notify the Indemnifying Party in accordance with this Section 11.4 shall not relieve the Indemnifying Party from any obligation liability which it may have to such Indemnified Party under this Section 8 except where11 unless, and then solely only to the extent that, such failure actually and materially prejudices the rights of the to notify results in such Indemnifying Party’s loss of substantive or practical rights or defenses. If the a third party Claim relates to Losses for which the is brought against any Indemnified Party is entitled to indemnification pursuant to this Section 8Party, the Indemnifying Party shall be entitled, upon written notice to the Indemnified Party within 30 business days after the receipt of the Claim Notice, to assume the defense at its own expense with counsel approved by such Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if such counsel is counsel identified in Section 13.2 hereof); provided, however, the election by such Indemnifying Party to assume such defense shall not preclude the party against which such claim has been made also from participating or continuing to participate in such defense, so long as such party bears its own legal fees and expenses for so doing. Notwithstanding the foregoing, in any Claim in which both an Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to defend such Claimright, at Indemnifying Party’s expense, to employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party’s expense , on the one hand, and with counsel of its choice reasonably satisfactory to such Indemnified Party. If , on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party assumes (i) shall not be liable for the defense fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost fees and expense and may participate in the defense expenses of such claim. Neither counsel incurred in any action, between the Indemnifying Party nor and the Indemnified Parties or between the Indemnified Parties and any third-party, as such expenses are incurred; provided further, that, in the case of a Buyer Indemnified Party, such expenses shall be deducted by Buyer from the Holdback Amount, which, except as otherwise provided in Section 11.5, shall be the sole recourse of the Buyer Indemnified Parties for the recovery of such expenses. Each Indemnifying Party agrees that it will consentnot, without the prior written consent of the otherIndemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or consent to the entry of any judgment in any pending or enter into any settlement with respect threatened Claim relating to the matters contemplated hereby unless such Claim that does not include as settlement, compromise or consent includes an unconditional term thereof the giving by the claimant or the plaintiff to the release of each Indemnified Party a release from all liability in respect arising or that may arise out of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claim.

Third Party Claims. Promptly after 34.1 With respect to any Third Party Claim during the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) period from the date of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely Agreement to the extent that, such failure actually and materially prejudices date that is two years from the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8Closing Date, the Indemnifying Party shall have the right to defend such Claimright, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s expense and with counsel out-of-pocket expenses as a result of its choice reasonably satisfactory to Indemnified Partysuch participation or assumption. If the Indemnifying Party assumes the defense of elects to assume such Claimcontrol, the Indemnified Party shall reasonably cooperate have the right to participate in the negotiation, settlement or defence of such defense so long as Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither unless the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, consents to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect retention of such Claim. Notwithstanding counsel or unless the foregoing, an Indemnified Party shall be entitled named parties to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict any action or potential conflict exists between either proceeding include both the Indemnifying Party and the Indemnified Party and the representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which would materially prejudice case the Indemnifying Party shall pay the reasonable fees and expenses of one such counsel. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control, in which case the Indemnifying Party shall pay the reasonable fees and expenses of one such counsel, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law or the order of any court, tribunal or regulatory body having jurisdiction to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. Regardless If the amount of any liability of the Indemnified Party under the Third Party Claim in respect to of which party shall assume such payment was made, as finally determined, is less than the defense amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such a payment, by resulting in settlement of the Third Party Claim, each party shall provide precludes a final determination of the merits of the Third Party Claim and the Indemnified Party and the Indemnifying Party are unable to agree whether such payment was reasonable in the circumstances having regard to the amount and merits of the Third Party Claim, such dispute shall be submitted to arbitration in accordance with the rules of the American Arbitration Association at its Phoenix, Arizona regional office, unless such other parties on request all information and documentation reasonably necessary office is agreed to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimby the parties.

Third Party Claims. Promptly after In the receipt by event of a Third Party Claim (except for any Third Party Claims that are indemnifiable under either a Contributor Indemnified Party SECTION 8.2(a)(vi) or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”SECTION 8.2(a)(viii), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses process for which the Indemnified Party is entitled to indemnification pursuant to this Section 8set forth in SECTION 8.2(d)(ii)), the Indemnifying Party shall have the right be entitled to defend such Claim, at the Indemnifying Party’s expense assume and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes control the defense of such Claim, the Indemnified Third Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-Claim and to appoint counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel Party's choice at the expense of the Indemnifying Party if (i) so requested by to represent the Indemnified Party and any others the Indemnifying Party or, may reasonably designate in connection with such Third Party Claim (ii) in which case the reasonable written opinion Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); PROVIDED that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (A) there exists a conflict of interest (including the availability of one or potential conflict exists between either more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, PROVIDED that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (B) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnified Indemnifying Party which would materially prejudice all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any claim, demand or Proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or Proceeding in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. Regardless of which party shall In the event the Indemnifying Party fails to assume the defense of such ClaimThird Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, each party (A) the Indemnified Party against which such Third Party Claim has been asserted shall provide have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (B) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the other parties on request Indemnified Party, all witnesses, records, materials and information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their the Indemnifying Party's possession or under their the Indemnifying Party's control which would have a bearing on such Claimrelating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. Promptly Reasonably promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the commencement other party pursuant to this Agreement, the party in receipt of any action against such the claim (the "Indemnified Party by a third Party") shall notify the other party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “"Indemnifying Party”") written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimreceipt thereof. The failure Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party from any of its obligation under this Section 8 except wherehereunder; provided, and then solely to the extent thathowever, that if such failure actually to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall notify the Indemnified Party that it elects to assume the defense of any such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and materially prejudices in no event later than 10 days following the rights aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party. If the Claim relates 's obligation to Losses for which indemnify the Indemnified Party is entitled to indemnification pursuant to this Section 8in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense defense, the 30 Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such Claimcounsel will be at its own expense unless (i) the Indemnifying Party shall have agreed to the retention of such counsel for both the Indemnifying and Indemnified Parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No settlement of a claim by either party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, be made without the prior written consent of the otherother party, to the entry of any judgment which consent shall not be unreasonably withheld or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claimdelayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such matter) to the extent that the action or proceeding seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party subject to the same requirements referred to above for the Indemnifying Party when it is entitled to assume such defense and the Indemnified Party shall be entitled have the right to participate with separate counsel at settle such matter without the expense prior written consent of the Indemnifying Party if (i) so requested by unless such settlement involves the Indemnifying Party orpayment of money, (ii) in which event the reasonable required prior written opinion of counsel to the Indemnified Party, a conflict consent shall not be unreasonably withheld or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party any Person entitled to indemnification pursuant to this Article 6 (in either case an “the "Indemnified Party”") of notice of the assertion of a claim or the commencement of any action Action against such Indemnified Party by a third party (a “"Third Party Claim”"), such Indemnified Party shall, if a Claim claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to Section 8.2 or Section 8.3this Article 9 (the "Indemnifying Party"), give the Members and Contributor or KHC, as the case may be (in either case an “such Indemnifying Party”) Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the ClaimParty. The failure to give such notice shall not relieve the any Indemnifying Party from any obligation under this Section 8 hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the such Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Such Indemnifying Party shall have the right right, at its option, to defend such Claimclaim, at the such Indemnifying Party’s 's expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such Claimclaim, the Indemnified Party shall agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced therebythereby and the Indemnifying Party a) irrevocably acknowledges in writing full responsibility for and agrees to fully indemnify the Indemnified Party, and (b) furnishes satisfactory evidence of the financial ability to indemnify the Indemnified Party. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the No Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, provided that such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to consent shall be granted in connection with any settlement (i) containing a full release of the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, and (ii) in the reasonable written opinion case of counsel to the a consent from an Indemnified Party, a conflict or potential conflict exists between either involves only monetary damages. In the event the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume does not defend or ceases to conduct the defense of such Third Party Claim, each party shall provide (x) the Indemnified Party may defend against, and, consent to the other parties on request all information entry of any judgment or enter into any settlement with respect to, such Third Party Claim, (y) the Indemnifying Party will reimburse the Indemnified Party promptly and documentation reasonably necessary to support periodically for the costs of defending against such Third Party Claim, including reasonable attorneys' fees and verify expenses and (z) the Indemnifying Party will remain responsible for any Losses which give rise the Indemnified Party may suffer as a result of such Third Party Claim to such claim for indemnification and shall provide reasonable access to all books, records and personnel the full extent provided in their possession or under their control which would have a bearing on such Claimthis Article 6.

Third Party Claims. Promptly after the receipt (a) If a Proceeding by either a Contributor Indemnified Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”) is made, commenced or a KHC Indemnified Party threatened in writing against any Person entitled to indemnification pursuant to Section 8.2 (in either case an “Indemnified Party”) of notice of the commencement of any action against ), and if such Indemnified Party by a third party (a “Claim”)Person intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall, if shall promptly give a Notice of Claim with respect thereto is to be made pursuant the party obligated to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to indemnify such Indemnified Party along with a copy of (such notified party, the Claim. The “Responsible Party”); provided that the failure to give such notice Notice of Claim shall not relieve the Indemnifying Responsible Party from any obligation under this Section 8 of its obligations hereunder, except where, and then solely to the extent thatthat the Responsible Party is actually prejudiced thereby. The Responsible Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, such failure actually through counsel reasonably acceptable to the Indemnified Party and materially prejudices at the rights expense of the Indemnifying Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with the Responsible Party in connection therewith (it being acknowledged and agreed that upon such assumption of conduct and control, the Responsible Party, and not the Indemnified Party, shall have the exclusive right to settle and defend such Proceeding); provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Claim relates Responsible Party elects to Losses for which conduct the defense and settlement of a Third Party Claim, then the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend pay or settle such Third Party Claim, at ; provided that in such event it shall waive any right to indemnity by the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory Responsible Party for all Losses related to Indemnified Partysuch claim unless the Responsible Party shall have consented to such payment or settlement. If the Indemnifying Responsible Party assumes does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense of such Claimthereof, the Indemnified Party shall reasonably cooperate in such defense so long as have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party is (which shall not materially prejudiced therebybe unreasonably withheld or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any judgment. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate shall in no event settle (or consent to the defense of such claim. Neither the Indemnifying settlement of) any Third Party nor any Indemnified Party will consent, Claim without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving Responsible Party. Any non-compliance by the claimant or the plaintiff to the Indemnified Party with the terms and conditions of this Section 8.3 shall be deemed a release from all liability waiver of such Indemnified Party’s right to indemnification hereunder and shall unconditionally absolve the Responsible Party of any obligation to provide any indemnification hereunder in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise related to or arising out of or in connection with such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Third Party Claim.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case i) A party entitled to indemnification hereunder (an “Indemnified Party”) of notice shall notify promptly the indemnifying party (the “Indemnifying Party”) in writing of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim or proceeding with respect thereto is to which a claim for indemnification may be made pursuant to Section 8.2 or Section 8.3this Agreement; provided, give however, that the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light failure of the circumstances then known to such any Indemnified Party along with a copy of the Claim. The failure to give provide such notice shall not relieve the Indemnifying Party from any obligation of its obligations under this Section 8 Agreement, except where, and then solely to the extent thatthe Indemnifying Party is actually materially prejudiced thereby. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such failure actually Indemnified Party, and materially prejudices after notice from the rights Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party. If ; or (iii) if representation of both parties by the Claim relates to Losses for which same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend such Claimassume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify liable for any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimexpenses therefor.

Third Party Claims. Promptly after All claims for indemnification relating to third party claims (other than claims with respect to Taxes) shall be asserted and resolved as set forth in this Section 10.4. In the receipt by either a Contributor Indemnified event that any written claim or demand for which an Indemnifying Party would be liable is asserted against or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of sought to be collected from any action against such Indemnified Party by a third party (a “Claim”)party, such Indemnified Party shallshall promptly, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (but in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to no event more than 30 days following such Indemnified Party along with a copy Party’s receipt of the Claim. The failure to give such notice shall not relieve claim or demand, notify the Indemnifying Party from any obligation under this Section 8 except where, of such claim or demand and then solely the amount or the estimated amount thereof to the extent that, then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the “Claim Notice”). The Indemnified Party shall not be foreclosed by any failure to provide timely notice of the existence of a third party claim or demand to the Indemnifying Party except to the extent (and only to the extent) such failure actually causes the Losses for which the Indemnifying Party is otherwise obligated to indemnify to be materially greater than such Losses would have been had the Indemnified Party so promptly notified the Indemnifying Party hereunder. The Indemnifying Party shall have 30 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and materially prejudices (b) whether or not it desires to defend the rights of Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If In the Claim relates to Losses for which event that the Indemnifying Party notifies the Indemnified Party is entitled within the Notice Period that it desires to indemnification pursuant to this Section 8defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the (i) right to defend the Indemnified Party by appropriate proceedings and (ii) to use or retain counsel in connection with such Claim, at defense that is reasonably acceptable to the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If The Indemnified Party shall make available to the Indemnifying Party assumes all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or demand. The Party in charge of the defense shall keep the other Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such Claimdefense or settlement it may do so at its sole cost and expense. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party shall reasonably cooperate in such defense so long as not settle a claim or demand without the Indemnified Party is not materially prejudiced therebyconsent of the Indemnifying Party. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consentshall not, without the prior written consent of the otherIndemnified Party, settle, compromise or offer to settle or compromise any such claim or demand (i) on a basis which would result in the entry imposition of any judgment a consent order, injunction or enter into any settlement decree which would restrict the future activity or conduct of the Indemnified Party without the written consent of the Indemnified Party and (ii) without obtaining a (a) release with respect to such Claim that does not include as an unconditional term thereof claim or demand and (b) the giving by dismissal with prejudice of any litigation or other proceeding with respect to such claim or demand, in each case for the claimant or the plaintiff benefit of and in form and substance reasonably satisfactory to the Indemnified Party. If the Indemnifying Party a release from all liability in respect of such Claim. Notwithstanding elects not to defend the foregoing, an Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be entitled to participate with separate counsel at the expense liability of the Indemnifying Party if (i) so requested by hereunder to the extent any Losses are sustained which are otherwise the subject of indemnification under this Section 10. To the extent the Indemnifying Party or, (ii) shall control or participate in the reasonable written opinion defense or settlement of counsel to any third party claim or demand, the Indemnified Party, a conflict or potential conflict exists between either Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the Indemnified Party which would materially prejudice relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which party The Indemnified Party shall assume use its commercially reasonable efforts in the defense of all such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimclaims.

Third Party Claims. Promptly The Indemnifying Party shall have thirty (30) days after receipt of the receipt by either Claim Notice with respect to a Contributor Third-Party Claim to assume the conduct and control of the settlement or defense of such the Third-Party Claim, through counsel of its own choosing (but reasonably satisfactory to the Indemnified Party) and at the Indemnifying Party?s own expense, and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by such Indemnified Party with no right to indemnification therefor unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnified Party reasonably concludes (based on the advice of counsel) that there exists a KHC conflict of interest between the interests of the Indemnified Party and the Indemnifying Party, or (iii) the Indemnifying Party has after a reasonable time failed to employ counsel to assume or to continue to maintain such defense, in each of which events the Indemnified Party may retain counsel which shall be reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel for the Indemnified Party (but in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice no event shall not relieve the Indemnifying Party from any obligation under be obligated to pay fees and expenses of more than one firm for all Indemnified Parties). Except as otherwise provided in this Section 8 except where9.2(c), so long as the Indemnifying Party is reasonably contesting any such Third-Party Claim in good faith, the Indemnifying Party shall have the exclusive right to conduct and then solely to control the extent that, defense of the Third-Party Claim and the Indemnified Party shall not pay or settle any such failure actually and materially prejudices Third-Party Claim without the rights consent of the Indemnifying Party. If the Claim relates to Losses for which Indemnifying Party does not notify the Indemnified Party is entitled within thirty (30) days after the receipt of the Indemnified Party's Claim Notice with respect to indemnification pursuant a Third-Party Claim that it elects to this Section 8undertake the defense thereof (or does not fulfill its commitment to undertake such defense), the Indemnifying Indemnified Party shall have the right to defend such Claimcontest, at settle or compromise the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory Third-Party Claim but shall not thereby waive any right to Indemnified Partyindemnity therefor pursuant to this Agreement. If the The Indemnifying Party assumes shall not, except with the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnified Party, consent to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified person asserting such Third-Party a Claim of an unconditional release from all liability in with respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access Third-Party Claim to all booksIndemnified Parties (i.e., records and personnel in their possession Assignor Indemnified Parties or under their control which would have a bearing on such ClaimAssignee Indemnified Parties, as the case may be).

Third Party Claims. Promptly after In the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of event any party receives written ------------------ notice of the commencement of any action against such Indemnified Party or proceeding, the assertion of any claim by a third party or the threatened imposition of any Loss for which indemnity may be sought pursuant to this Article X (a “"Claim”"), and such party (the "Indemnified Party") intends to seek indemnification from the other party (the "Indemnifying Party") pursuant to this Article X, the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve provide the Indemnifying Party from any obligation under this Section 8 except where, with prompt written notice of such Claim and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend assume control of the defense (with counsel selected by it), appeal or settlement of such ClaimClaim with respect to which such indemnity has been invoked, and the Indemnified Party will fully cooperate with the Indemnifying Party in connection therewith. The Indemnifying Party shall bear the entire cost of defending such Claim and the Indemnifying Party shall not be liable for any further legal or other expenses subsequently incurred by the Indemnified Party in connection with such defense unless otherwise agreed to in writing by the parties or as herein provided; provided, however, the Indemnified Party shall have the right to participate in such defense, at its own cost and expense, and the Indemnifying Party’s expense and Indemnified Party shall have the obligation to cooperate with counsel of its choice reasonably satisfactory to Indemnified Partysuch defense. If the Indemnifying Party assumes does not timely assume the entire defense of such Claim, the Indemnified Party shall reasonably cooperate in may assume such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor shall bear the entire cost of defending such Claim. The Indemnifying Party shall not have the right to settle any Indemnified Party will consent, such Claim without the prior written consent of the other, Indemnified Party unless settlement contemplates only a general release for money damages to be paid solely by the Indemnifying Party. Failure of a party to give prompt notice of a Claim for which indemnification is sought hereunder shall not affect such party's right to indemnification hereunder except to the entry extent that the Indemnifying Party shall have been prejudiced as a result of such failure, and except that the Indemnifying Party shall not be liable for any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof expenses incurred during the giving by the claimant or the plaintiff to period in which the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled failed to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimnotice.

Third Party Claims. Promptly As soon as practicable after the receipt by either a Contributor an Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of any claim from any third party or the commencement of any action against such Indemnified Party by a third party (a “Claim”)party, such the Indemnified Party shall, if a Claim with claim for indemnification in respect thereto thereof is to be made pursuant to Section 8.2 or Section 8.3by it under this Article VII, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve notify the Indemnifying Party from in writing of such claim or the commencement of such action. If any obligation under this Section 8 except wheresuch claim or action shall be brought against an Indemnified Party, and then solely it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent thatthat it wishes, such failure actually and materially prejudices to assume the rights of defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party. If the Claim relates Party to Losses for which the Indemnified Party is entitled of its election to indemnification pursuant to this Section 8assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article VII for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any Indemnified Party shall have the right to defend employ separate counsel in any such Claim, claim or action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party’s expense and with , (ii) such Indemnified Party shall have been advised by such counsel of its choice reasonably satisfactory that there may be one or more legal defenses available to Indemnified Party. If it which are different from or additional to those available to the Indemnifying Party assumes and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel or (iii) the Indemnifying Party has failed to assume the defense of such Claim, claim or action and employ counsel reasonably satisfactory to the Indemnified Party shall reasonably cooperate Party, in which case, if such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither notifies the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, in writing that it elects to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with employ separate counsel at the expense of the Indemnifying Party if (i) so requested by Party, the Indemnifying Party orshall promptly pay the fees, (ii) in costs and expenses associated with the reasonable written opinion employment of such separate counsel and shall not have the right to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party claim or action on behalf of such Indemnified Party. Each Indemnified Party shall provide use its reasonable efforts to cooperate with the other parties on request all information and documentation reasonably necessary to support and verify Indemnifying Party in the defense of any Losses which give rise to such claim or Third Party Claim. The Indemnifying Party shall not be liable for indemnification any settlement of any such claim or action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with its written consent or if there be a final judgment in favor of the plaintiff in any such claim, the Indemnifying Party agrees to indemnify and shall provide reasonable access to all books, records hold harmless any Indemnified Party from and personnel in their possession against any loss or under their control which would have a bearing on liability by reason of such Claimsettlement or judgment.

Third Party Claims. Promptly after Forthwith following the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of a Third-Party Claim, the commencement party receiving the notice of any action against the Third-Party Claim shall (a) notify the other party of its existence, setting forth with reasonable specificity the facts and circumstances of which such party has received notice, and (b) if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. The Indemnified Party by may, upon reasonable notice, tender the defense of a third party (a “Claim”), such Indemnified Third-Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If (a) the defense of a Third-Party Claim relates is so tendered and within 30 days thereafter such tender is accepted without qualification by the Indemnifying Party, or (b) the Indemnifying Party shall acknowledge in writing to Losses for which the Indemnified Party is entitled to and without qualification its indemnification obligations as provided in this Article XI within 30 days after the date on which written notice of a Third-Party Claim has been given pursuant to this Section 811.7, then except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third-Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party, provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third-Party Claim as herein provided. The Indemnifying Party shall lose its right to defend, contest, litigate and settle the Third-Party Claim if it shall fail to diligently contest the Third-Party Claim. So long as the Indemnifying Party has not lost its right and/or obligation to defend, contest, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend such and litigate the Third-Party Claim, and shall have the exclusive right, in its discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that written notice of its intention to settle shall be given to the Indemnified Party at least 10 days prior to any such settlement. All expenses (including, without limitation, attorneys' fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party’s expense and . Notwithstanding the foregoing, in connection with counsel of its choice reasonably satisfactory to Indemnified any settlement negotiated by an Indemnifying Party. If the Indemnifying Party assumes the defense of such Claim, the no Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the be required by an Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or (x) enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving delivery by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party orclaim or litigation, (iiy) in the reasonable written opinion of counsel enter into any settlement that attributes by its terms liability to the Indemnified Party, or (z) consent to the entry of any judgment that does not include as a conflict term thereof a full dismissal of the litigation or potential conflict exists between either proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article XI shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third-Party Claim, and the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless fails to accept a tender of which party shall or assume the defense of a Third-Party Claim pursuant to this Section 11.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such Third-Party Claim, each party the Indemnified Party shall provide have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third-Party Claim, and may settle such Third-Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that written notice of its intention to settle is given to the Indemnifying Party at least 10 days prior to any 30 31 such settlement. If, pursuant to this Section 11.7, the Indemnified Party so contests, defends, litigates or settles a Third-Party Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys' fees and other parties on request all information expenses of defending, contesting, litigating and/or settling the Third-Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimother expenses.

Third Party Claims. Promptly after a. In the receipt by either case of a Contributor Indemnified Party claim, action, suit or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party proceeding by a third party (a “Third Party Claim”) as to which indemnification is sought by an Indemnified Party, except as provided in Sections 7.4(c) and (d), such the Responsible Party shall have the right within 10 days after receipt of the Claim Notice to assume the conduct and control of the settlement or defense thereof through counsel selected by the Responsible Party and reasonably acceptable to the Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give at the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light expense of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Responsible Party. If the Claim relates to Losses for which Responsible Party assumes the defense of a Third Party Claim, the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have the right to defend participate in (but not control) such Claimdefense through counsel chosen by such Indemnified Party, at provided that the Indemnifying Party’s expense fees and with expenses of such counsel of its choice reasonably satisfactory to shall be borne by such Indemnified Party. If So long as the Indemnifying Responsible Party assumes the defense of is reasonably contesting any such Claimclaim in good faith, the Indemnified Party shall reasonably cooperate in not pay or settle any such defense so long as claim unless the Indemnified Party is not materially prejudiced thereby. The Indemnified waives in writing any right to indemnification by the Responsible Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of with respect to such claim. Neither the Indemnifying The Responsible Party nor any Indemnified Party will consentshall not, without except with the prior written consent of the otherIndemnified Party, to the entry of any judgment or enter into any settlement with respect or consent to entry of any judgment, which consent shall not be unreasonably withheld provided (i) such Claim that settlement or judgment does not include as an unconditional term thereof the giving involve a finding or admission of a violation of Applicable Law by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect and (ii) the sole relief provided is money damages which shall be paid fully by the Responsible Party. If the Responsible Party does not assume the conduct and control of the settlement or defense of such claim in accordance with this Section 7.4(a), the Indemnified Party may defend against such claim in such manner as it reasonably deems appropriate.If the Responsible Party assumes the defense of a Third Party Claim. Notwithstanding , and for so long as the foregoingResponsible Party continues to contest such claim in good faith, an Indemnified Party shall be entitled to participate cooperate in all reasonable respects with separate counsel at the expense of the Indemnifying Responsible Party if (i) so requested by the Indemnifying Party or, (ii) and its attorneys in the reasonable written opinion investigation, trial and defense of counsel any Third Party Claim and any appeal arising therefrom 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. Such cooperation shall include access during normal business hours being afforded to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all booksof, records and personnel information which have been identified by the Responsible Party as being reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties shall cooperate with each other in their possession or under their control which would have a bearing on such Claimany notifications to insurers.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party any Indemnitee or a KHC Indemnified Party Company Indemnitee (in either case case, an “Indemnified Party”) of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any action against such Indemnified Party by a third party in respect of which indemnity may be sought pursuant to Section 9(k)(i) (a “Third Party Claim”), such Indemnified Party shallshall promptly notify the Buyer or the Company (as applicable, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written in writing describing such Indemnified Liabilities or Company Indemnified Liabilities, as applicable (the “Indemnified Loss”), including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have thirty (30) calendar days after receipt of such notice thereof in reasonable detail in light to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of the circumstances then known counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party along with a copy of so to notify the Claim. The failure to give such notice Indemnifying Party shall not relieve the Indemnifying Party from any obligation under this Section 8 of its obligations hereunder except where, and then solely to the extent that, such failure that the Indemnifying Party is actually and materially prejudices the rights of the Indemnifying Partyand adversely prejudiced by such failure to notify. If the Claim relates to Losses for which Indemnifying Party timely notifies the Indemnified Party is entitled of its election to indemnification pursuant to this Section 8assume the defense of such third party claim, the Indemnifying Party shall have the right to defend such Claimundertake, at conduct and control, the Indemnifying Party’s expense defense, conduct and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense settlement of such Claim, third party claim and the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at provide its sole cost reasonable cooperation, including providing reasonable access to records and expense and may participate in the defense of such claim. Neither personnel during business hours to the Indemnifying Party nor in connection therewith; provided, that the requesting party shall (A) use commercially reasonable efforts to prevent the disruption of the business of the other party and its affiliates, and (B) not request disclosure of any confidential or legally privileged information, or any personal information, other than in compliance with applicable law. In any such action, any Indemnified Party will consentshall have the right to retain its own counsel, without but the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect fees and expenses of such Claim. Notwithstanding the foregoing, an Indemnified Party counsel shall be entitled to participate with separate counsel at the expense of the Indemnifying such Indemnified Party if unless (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice shall have mutually agreed to the Indemnified Party. Regardless retention of which party such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Claimaction within such thirty (30) calendar day period, each party shall provide to or (iii) in the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise reasonable judgment of counsel to such claim Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for indemnification any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not affect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and shall provide reasonable access to all booksindemnity could have been sought hereunder by such Indemnified Party, records and personnel in their possession or under their control which would have a bearing on such Claim.unless such

Third Party Claims. Promptly after In the receipt by either a Contributor event that an Indemnified Party desires to make a claim against any Indemnitor in connection with any action, suit, proceeding or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of demand at any time instituted against or made upon the commencement of any action against such Indemnified Party by a any third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to may seek indemnification pursuant to under this Section 8, the Indemnifying Article XI (a “Third Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim”), the Indemnified Party shall reasonably cooperate promptly (but in no event later than 30 days after the event) notify Indemnitor of such defense so long Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto. The Indemnitor shall have forty-five (45) days after receipt of such notice (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) to notify the Indemnified Party is not materially prejudiced therebyif the Indemnitor has elected to assume the defense of such Third Party Claim. The If the Indemnitor elects to assume the defense of such Third Party Claim pursuant to the terms hereof, the Indemnitor shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing; provided that (a) the Indemnitor shall conduct such defense actively and diligently, (b) the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither Third Party Claim with its own counsel at its own expense (provided, that the fees and expenses of such separate counsel shall not be recoverable from the Indemnitor under this Article XI), (c) the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party nor consents in writing (such consent not to be unreasonably withheld or delayed) to such payment, and (d) the Indemnitor may not settle any Indemnified Third Party will consent, without the prior written Claim or consent of the other, to the entry of judgment with respect thereto without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) unless (x) the relief consists solely of money damages (all of which the Indemnitor shall pay), (y) such settlement or compromise includes a provision whereby the plaintiff or claimant in the matter releases each Indemnified Party from all Liability with respect thereto and (z) such settlement or compromise does not include any admission of fault or wrongdoing on the part of the Indemnified Party, and provided further, that in the event that the Indemnified Party withholds its consent to any such settlement of, or entry of judgment or enter into any settlement with respect to, a Third Party Claim (other than a Third Party Claim involving a claim for equitable relief involving the ongoing operations of the Company), (i) the Indemnitor’s maximum liability under this Article 11 with respect to such Third Party Claim shall be limited to the amount that does not include as an unconditional term thereof the giving would be payable by the claimant Indemnitor under this Section 11.8 if such settlement had been entered into or such judgment had been entered. If the plaintiff Indemnitor fails to notify the Indemnified Party as required above after receipt of the Indemnified Party’s notice of a release from all liability in respect of such Claim. Notwithstanding Third Party Claim or fails to conduct the foregoingdefense as required above, an the Indemnified Party shall be entitled to participate with separate counsel assume the defense of such Third Party Claim at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party orIndemnitor, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and provided that the Indemnified Party may not settle any Third Party Claim without the consent (which would materially prejudice consent shall not be unreasonably withheld or delayed) of the Indemnified PartyIndemnitor (provided that the Indemnitor has admitted that it is responsible for the indemnification of such claims pursuant to this Article XI). Regardless of which party In all cases with respect to Third Party Claims, Buyers and Sellers shall assume the provide reasonable cooperation to each other in defense of such ClaimThird Party Claims, each party shall provide to the other parties on request all including by making employees, information and documentation reasonably necessary to support available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and verify any Losses which give rise to providing such claim for indemnification information, testimony and shall provide reasonable access to all bookstheir books and records, records during normal business hours and personnel upon reasonable notice, in their possession each case as shall be reasonably necessary in connection with the contest or under their control which would have a bearing on such Claimdefense.

Third Party Claims. Promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case i) If any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of notice the assertion of any claim or of the commencement of any action Proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party by a third party (a “Claim”)Party, such Indemnified Party shall, if a Claim with respect thereto to which a party hereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be required to provide indemnification under this Agreement (in either case an “Indemnifying Party”) ), the Indemnified Party shall give written notice thereof in reasonable detail in light of the circumstances then known regarding such claim (a “Claims Notice”) to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except wherewithin 30 days after becoming aware of such claim. The Indemnifying Party shall have the right, and then solely which shall be exercised by delivering written notice to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled (the “Defense Notice”) within 30 days after receipt from the Indemnified Party of a Claim Notice, which Defense Notice shall specify the counsel it will appoint to indemnification pursuant defend such claim, to this Section 8conduct at its expense the defense against such claim in its own name, or if necessary in the Indemnifying name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to defend approve such Claimdefense counsel, at the which approval shall not be unreasonably withheld or delayed. An Indemnifying Party’s expense and with counsel delivery of a Defense Notice shall constitute an acceptance of its choice reasonably satisfactory obligation hereunder to indemnify the Indemnified PartyParty with respect to all Losses, if any, resulting from the subject Third Party Claim. If A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 11.4(a)(i) will not affect the rights or obligations of any Indemnified Party unless the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense is materially prejudiced thereby (so long as a valid Claims Notice is given before the Indemnified Party is not materially prejudiced therebyexpiration of the applicable period set forth in Section 11.1). The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in Notwithstanding any provision contained herein to the defense of such claim. Neither contrary, the Indemnifying Party nor any Indemnified Party will consent, without shall not have the prior written consent right to assume control of such defense and shall pay the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving reasonable costs and expenses incurred by the claimant Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal allegations, (iii) involves a Material Customer, (iv) involves a Material Supplier that has material interaction with the Company’s customers, (v) involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or the plaintiff is failing to vigorously prosecute or defend or (vi) involves a claim that is reasonably expected to result in Losses to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense excess of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim amount then available for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimthis Article 11.

Third Party Claims. Promptly after the receipt If a claim by either a Contributor third party is made against a Parent Indemnified Party or a KHC Buyer Indemnified Party (in either case collectively, an “Indemnified Party”) of notice of the commencement of any action against ), and if such Indemnified Party by a third party (a “Claim”)intends to seek indemnity with respect thereto under this Article 7, such Indemnified Party shallshall promptly notify the indemnifying party of such claims. Such notification shall be given within ten (10) days after receipt by the Indemnified Party of notice of such suit or proceeding; shall be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party); and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, if a Claim with respect thereto however, that no delay or deficiency on the part of the Indemnified Party in so notifying the indemnifying party shall relieve the indemnifying party of any liability or obligation hereunder except to the extent of any liability caused by or arising out of such failure, except and only to the extent where the indemnifying party is to be made pursuant to Section 8.2 or Section 8.3prejudiced by such delay. Within twenty (20) days after delivery of such notification, give the Members and Contributor or KHCindemnifying party may, as the case may be (in either case an “Indemnifying Party”) upon written notice thereof in reasonable detail in light to the Indemnified Party, assume control of the circumstances then known defense of such suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the indemnifying party may only assume control of such defense if it acknowledges in writing to the Indemnified Party along that any damages that may be assessed against the Indemnified Party in connection with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses suit or proceeding constitute “Costs” for which the Indemnified Party is entitled to indemnification shall be indemnified pursuant to this Section 8Article 7, and (ii) the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability or in which any relief other than monetary damages is sought against the Indemnified Party. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party in good faith determines that the conduct of the defense of any claim, suit or proceeding or any proposed settlement of any such claim, suit or proceeding by the indemnifying party might be expected to adversely affect the Indemnified Party’s Tax liability or the ability of the Indemnified Party to conduct its business (including relationships with Governmental Authorities, customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnifying Indemnified Party shall have the right at all times to defend take over and assume control over the defense, settlement or negotiations relating to any such Claimclaim, suit or proceeding at the Indemnifying Party’s expense and with counsel sole cost of its choice reasonably satisfactory to Indemnified Partythe indemnifying party. If the Indemnifying Party assumes the defense indemnifying party does not so assume control of such Claimdefense, the Indemnified Party shall reasonably cooperate in control such defense. The party not controlling such defense so long as (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the indemnifying party assumes control of such defense and the Indemnified Party is not materially prejudiced therebyreasonably concludes that the indemnifying party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Costs” for purposes of this Agreement. The Indemnified party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may retain separate co-counsel at its sole cost have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and expense any written claim, demand, invoice, billing or other document evidencing or asserting the same) and may participate shall otherwise cooperate with and assist the Controlling Party in the defense of such claimsuit or proceeding. Neither The indemnifying party shall not, except with the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the otherIndemnified Party, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant Person or the plaintiff Persons asserting such claim to the all Indemnified Party a Parties of unconditional release from all liability in with respect to such claim or consent to entry of such Claimany judgment. Notwithstanding the foregoing, an The Indemnified Party shall be entitled not agree to participate with separate counsel at any settlement of, or the expense entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying Party if (i) so requested by the Indemnifying Party orindemnifying party, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict which shall not be unreasonably withheld or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimdelayed.

Third Party Claims. Promptly after In the receipt by either event of a Contributor Indemnified Third Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a third party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall have be entitled to assume and control the right defense of such Third Party Claim and to defend such Claim, at appoint counsel of the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate with separate counsel at the expense of the Indemnifying Party if (i) so requested by to represent the Indemnified Party and any others the Indemnifying Party ormay reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided, that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel if there exists a conflict of interest (iiincluding the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable written opinion judgment of the Indemnified Party (upon and in conformity with advice of counsel to the Indemnified Party) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, a conflict or potential conflict exists between either provided, that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnified Indemnifying Party which would materially prejudice all witnesses, records, materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any Claim, demand or Proceeding which the Indemnifying Party defends or, if appropriate and related to the Claim, demand or Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. Regardless of which party shall In the event the Indemnifying Party fails to assume the defense of such ClaimThird Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, each party (i) the Indemnified Party against which such Third Party Claim has been asserted shall provide have the right to undertake the defense and the Indemnifying Party shall be liable for all fees and expenses incurred in connection with such defense, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the other parties on request Indemnified Party, all witnesses, records, materials and information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their the Indemnifying Party’s possession or under their the Indemnifying Party’s control which would have a bearing on such Claimrelating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. Promptly after the receipt by either a Contributor An Indemnified Party or will give prompt written notice to the Representative with a KHC copy to the Escrow Agent (if and to the extent that the Indemnified Party (in either case an “Indemnified Party”is seeking recourse against the Escrow Fund) of notice of the commencement or assertion of any action against Legal Proceeding by any Person who is not a party hereto (a “Third Party Action”) in respect of which such Indemnified Party by a third party (a “Claim”), may seek indemnification hereunder. Each such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof shall set forth in reasonable detail in light (based on information then readily available to the Indemnified Party) the basis for indemnification and to the extent readily ascertainable, the anticipated Losses. Subject to limitations set forth this ARTICLE X, any failure to promptly notify the Representative and, if applicable, the Escrow Agent will not relieve the Indemnifying Parties of the circumstances then known any liability that they may have to such Indemnified Party along with a copy under this ARTICLE X, except to the extent that such failure resulted in the notice being delivered after the expiration of the Claim. The applicable survival period specified in Section 10.1 or unless the failure to give such notice shall not relieve the materially prejudices such Indemnifying Parties. The Indemnified Party from any obligation under this Section 8 except wherewill be entitled to have sole control over, and then solely the Representative will not be entitled to the extent thatcontrol (but will be entitled, such failure actually and materially prejudices the rights on behalf of the Indemnifying Party. If the Claim relates Parties, at their expense, to Losses for which the Indemnified Party is entitled participate in, such participation to indemnification pursuant to this Section 8, the Indemnifying Party shall have include the right to defend make recommendations regarding outside legal counsel and budget to be used by such Claimcounsel), at the Indemnifying Party’s expense defense, settlement, compromise, admission, and with counsel acknowledgment of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying any Third Party assumes the defense of such ClaimAction; provided, however, the Indemnified Party may not effect the settlement or compromise of any such claim without the consent of the Representative, which consent shall reasonably cooperate in such defense so long as not be unreasonably conditioned, withheld or delayed. In the event that none of the Indemnified Parties elects to defend a Third Party is not materially prejudiced thereby. The Indemnified Action, the Representative may defend such Third Party may retain separate co-counsel Action at its the sole cost and expense of the Indemnifying Party with counsel selected by the Representative, and may participate in the defense of such claim. Neither event, neither the Indemnifying Party nor the Representative shall have any Indemnified right to settle or compromise such Third Party will consent, Action without the prior written consent of the otherParent and, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to if different from Parent, the Indemnified Party a release from all liability against whom the Third Party Action has been asserted, which consent shall not be unreasonably conditioned, delayed or withheld. The parties hereto will extend reasonable cooperation in respect of such Claim. Notwithstanding the foregoing, an Indemnified Party shall be entitled to participate connection with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice the Indemnified Party. Regardless of which party shall assume the defense of any Third Party Action pursuant to this Section 10.6 and, in connection therewith, will furnish such Claimrecords, each party shall provide to the other parties on request all information information, and documentation testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimrequested.

Third Party Claims. Promptly after CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. In the receipt by either event that a Contributor Claim against the Indemnified Party Party, a AcquiCo Group Company or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party VTG Group Company is asserted, made, threatened or filed by a third party (a “Claim”)excluding any Tax Authority but including any other Governmental Authority) which results, such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled believes to indemnification pursuant to this Section 8result, from a Breach of the In-demnifying Party (the “Third Party Claim”) the following shall apply: (i) The Indemnified Party shall inform the Indemnifying Party by way of a Notice about the Third Party Claim and, to the extent known to the Indemnified Party, its amount, and shall have the right provide to defend such Claim, at the Indemnifying Party’s expense and with counsel Party copies of its choice reasonably satisfactory the documents required to examine the substance of the Third Party Claim to the extent they are available to the Indemnified Party. If the Indemnifying Party assumes the defense of In case such Claimdocu-ments are available to a AcquiCo Group Company or VTG Group Company, the Indemnified Party shall reasonably cooperate exercise all rights available to it to ensure that such AcquiCo Group Company or VTG Group Company provides copies of such documents. (ii) No admissions in relation to such defense so long as Third Party Claim shall be made by or on behalf of the Indemnified Party is not materially prejudiced thereby. The or any of its Affiliates and the Indemnified Party may retain separate coshall exercise all rights available to it to ensure that neither any Ac-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party quiCo Group Company nor any VTG Group Company will make any such admission, and the Indemnified Party will consentshall not, and shall exercise all rights available to it to ensure that neither any AcquiCo Group Company nor any VTG Group Company will, compromise, dispose of or settle any Third Party Claim without the prior written consent of the other, Indemnifying Party. (iii) If the Indemnifying Party wishes to defend the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant Indemnified Party or the plaintiff re-spective AcquiCo Group Companies or VTG Group Companies against the Third Party Claim in its name and on its behalf, the Indemnifying Party shall give Notice to the Indemnified Party a release from all liability in respect of such Claimdecision within a period of three weeks after having been duly notified of the Third Party Claim in accordance with Clauses 10.7.1 and 10.7.2. To the extent legally possible, the Indemni-fied Party shall, and shall exercise all rights available to it to ensure that each AcquiCo Group Company and VTG Group Company will, upon such notifi-cation put the Indemnifying Party in a position under which it is entitled to take any action it deems necessary to defend, appeal, compromise or settle the Third Party Claim (including the assertion and pursuit of counter-claims or other claims against any third parties) at its sole discretion in the name and on behalf of the Indemnified Party or the respective AcquiCo Group Companies or VTG Group Companies. Notwithstanding the foregoingIndemnified Party’s Obligations pursuant to Clause 10.7.3, an the Indemnified Party shall, and shall be entitled exercise all rights available to participate with separate counsel at it to ensure that the expense of respective Ac-quiCo Group Companies or VTG Group Companies will, promptly give all assistance and information to the Indemnifying Party if as may be reasonably required to defend the Third Party Claim and in particular promptly forward all notices, communications and filings (iincluding court papers) so requested by to the Indem-nifying Party. (iv) If the Indemnifying Party or, (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and does not notify the Indemnified Party which would materially prejudice in accordance with Clause 10.7.4(iii), the Indemnified Party. Regardless of which party shall assume the defense of such ClaimParty shall, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access exercise all rights available to all booksit to ensure that the respective AcquiCo Group Companies or VTG Group Companies will, records and personnel in their possession or under their control which would have a bearing on such conduct the defence of the Third Party Claim.

Third Party Claims. Promptly Reasonably promptly after the receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the commencement other party pursuant to this Agreement, the party in receipt of any action against such the claim (the "Indemnified Party by a third Party") shall notify the other party (a “Claim”), such Indemnified Party shall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “"Indemnifying Party”") written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claimreceipt thereof. The failure Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party from any of its obligation under this Section 8 except wherehereunder; provided, and then solely to the extent thathowever, that if such failure actually to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall notify the Indemnified Party that it elects to assume the defense of any such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and materially prejudices in no event later than 10 days following the rights aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party. If the Claim relates 's obligation to Losses for which indemnify the Indemnified Party is entitled to indemnification pursuant to this Section 8in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party shall have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense of such Claimdefense, the Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall reasonably cooperate in have agreed to the retention of such defense so long as counsel for both the indemnifying and indemnified parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party is not materially prejudiced therebyand representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense No settlement of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, a claim by either party shall be made without the prior written consent of the otherother party, to the entry of any judgment which consent shall not be unreasonably withheld or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Claimdelayed. Notwithstanding the foregoing, an Indemnified the Indemnifying Party shall not be entitled to participate with separate assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel at the expense of the Indemnifying Party if (i) so requested incurred by the Indemnifying Indemnified Party orin defending such matter) seeking an order, (ii) in the reasonable written opinion of counsel to injunction or other equitable relief or relief for other than money damages against the Indemnified Party, a conflict or potential conflict exists between either the Indemnifying Party and the Indemnified Party which would materially prejudice shall have the Indemnified Party. Regardless of which party shall assume the defense of sole and exclusive right to settle such Claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, records and personnel in their possession or under their control which would have a bearing on such Claimmatter.