Common use of Third Party Claims Clause in Contracts

Third Party Claims. If a claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in an amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such failureindemnitee in connection with such obligation or liability subject to this ARTICLE XI. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe indemnitee, and at which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this SECTION 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. (a) If an indemnified party receives notice of a claim demand for arbitration, summons or other notice of the commencement of a proceeding, audit, investigation, review, suit or other action by a third party is made against an indemnified person hereunder, and if (any such indemnified person action a "Third Party Claim") for which it intends to seek indemnity indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim (together with all copies of the claim, any process served, and all filings with respect thereto under this Articlethereto), such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent so that the indemnifying person is materially prejudiced by party's defense of such failureclaim under this Section 10.4 may be timely instituted. The indemnifying person party under this Article X shall have twenty the right to conduct and control, through counsel (20reasonably acceptable to the indemnified party) days after receipt of its own choosing and at its own cost, any Third Party Claim, compromise, or settlement thereof. Assumption by an indemnifying party of control of any such notice defense, compromise, or settlement shall not be a waiver by it of its right to undertakechallenge its obligation to indemnify the indemnified party. The indemnified party may, at its election, participate in the defense of any such claim, action, or suit through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnified party, unless the indemnified party shall have been advised by such indemnified person. If counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying person party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of a claim, it shall not settle such claim without the prior written consent action on behalf of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability party with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary naturedefenses), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to this Agreementthe Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner.

Third Party Claims. If a claim by the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party is made against an indemnified person hereunderclaim, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Acquiror shall have twenty the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (20) days after receipt of and the costs and expenses incurred by Acquiror in connection with such notice to undertakedefense, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereofresolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the indemnified person shall cooperate with it in connection therewithIndemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it Acquiror shall not settle or resolve such claim without the prior written consent of the indemnified personShareholders’ Agent, (i) which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement includes as an unconditional term thereof or resolution, or if the giving Shareholders’ Agent shall have been determined by the claimant a final non-appealable court order of a release court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the indemnified person from all liability Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such claim settlement or (ii) if resolution provided such settlement involves recovery is otherwise in accordance with the imposition terms and provisions of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementArticle IX.

Third Party Claims. If a claim by a In the case of any third party claim, action or suit as to which indemnification is made against an sought, the indemnifying person shall have the right at any time to notify the indemnified person hereunderthat it elects to conduct and control such action or suit. If the indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such the indemnified person shall promptly notify have the indemnifying person right to defend and contest such action or suit in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any exercise of its obligations hereunderexclusive discretion and settle or compromise such suit, except subject to the extent that provisions of the indemnifying person is materially prejudiced by such failurelast sentence of Section 9.5. The indemnifying person shall, upon request from any indemnified person, promptly pay to such indemnified person in accordance with the other terms of this Section 9 the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have twenty (20) days after receipt of such notice the right to undertake, conduct and control, through counsel of its own choosingchoosing and at the sole expense of the indemnifying person, subject to the reasonable approval conduct and settlement of such action or suit (other than a settlement which requires or prohibits any action on the part of, or involves any admission by, the indemnified person, in which event the consent of such indemnified personperson shall be required, and at its own expense, the settlement or defense thereofbut shall not be unreasonably withheld), and the indemnified person shall cooperate with it the indemnifying person in connection therewithwith any such action or suit; provided, however, that (a) the indemnifying person shall permit the indemnified person may to participate in such conduct or settlement or defense through counsel chosen by such the indemnified person, provided that but the fees and expenses of such counsel shall be borne borne, after the indemnifying person has given notice that it elects to conduct and control such action or suit, by such the indemnified person. If person and (b) the indemnifying person shall assume agree promptly to reimburse to the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of extent required under this Section 9 the indemnified person from all liability with respect to such claim or (ii) if such settlement involves for the imposition of equitable remedies or the imposition full amount of any material obligations on Damages resulting from such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimaction or suit, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable except fees and expenses of which shall be reimbursed counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying person. If So long as the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofis contesting any such action or suit in good faith, the indemnified person shall have the right to contest, not pay or settle any such action or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsuit.

Third Party Claims. If An Indemnitee (Buyer or Borough) shall give the indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a claim by a third party is made against right of indemnification under this Agreement (an indemnified person hereunder“Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and if containing a reference to the provisions of this Agreement from which such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify right of indemnification is claimed or arises. If the indemnifying person indemnitor acknowledges in writing that its obligation to indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the indemnitor shall be entitled to assume and control the defense of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any Indemnified Claim at its expense and through counsel of its obligations hereunder, except choice if it gives notice of its intention to do so to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty Indemnitee within five (205) days after of the receipt of such notice from the Indemnitee. In the event the indemnitor exercises the right to undertake, through counsel of its own choosing, subject to the reasonable approval of undertake any such indemnified person, and at its own expensedefense against any such Indemnified Claim as provided above, the settlement or defense thereof, and the indemnified person Indemnitee shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate indemnitor in such settlement defense and make available to the indemnitor, at the indemnitor’s expense, all witnesses, pertinent records, materials and information in the Indemnitee’s possession or defense through counsel chosen under the Indemnitee's control relating thereto as is reasonably required by such indemnified personthe indemnitor. Similarly, provided that in the fees and expenses of such counsel shall be borne by such indemnified person. If event the indemnifying person shall assume Indemnitee is, directly or indirectly, conducting the defense of a claimagainst any such Indemnified Claim, it the indemnitor shall not settle cooperate with the Indemnitee in such claim defense and make available to the Indemnitee, at the indemnitor’s expense, all such witnesses, records, materials and information in the indemnitor’s possession or under the indemnitor's control relating thereto as is reasonably required by the Indemnitee. No such Indemnified Claim may be settled by the indemnitor without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for Indemnitee which such indemnified party will shall not be indemnified hereunderunreasonably withheld. If the indemnifying person shall assume indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense of a claimwithout waiving its right to seek indemnity hereunder, the fees including reimbursement of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementcosts incurred.

Third Party Claims. If a claim Promptly after receipt by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto party under this ArticleSection 9 of notice of the commencement of any action (including any governmental action), such indemnified person shall promptly notify party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 9, deliver to the indemnifying person in writing party a written notice of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the commencement thereof and the indemnifying person of any of its obligations hereunderparty shall have the right to participate in, except and, to the extent that the indemnifying person is materially prejudiced by such failure. The party so desires, jointly with any other indemnifying person shall have twenty (20) days after receipt of such notice party similarly noticed, to undertake, through assume the defense thereof with counsel of its own choosing, subject mutually and reasonably satisfactory to the reasonable approval of parties (and such indemnifying party shall not be liable to the indemnified person, and at its own expense, party under this Section 9 for any legal or other expenses subsequently incurred by the settlement or indemnified party in connection with the defense thereof, and the indemnified person shall cooperate with it in connection therewith); provided, however, that the indemnified person may parties shall have the right to retain separate counsel and participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne by at the expense of such indemnified person. If party unless such indemnified party shall have reasonably concluded, based on advice of counsel, that representation of such indemnified parties by the counsel retained by the indemnifying person party would be inappropriate due to actual or potential conflicts of interest between such indemnified parties and the indemnifying party in such proceeding, in which case the fees and expenses of one such separate counsel (as well as one local counsel, as applicable) shall assume be paid by the defense indemnifying party. The failure to deliver written notice to the indemnifying party within a reasonable time of a claimthe commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent prejudiced, of any liability to the indemnified party under this Section 9, but the omission to so deliver written notice to the indemnifying party will not relieve it shall not settle such claim of any liability that it may have to any indemnified party otherwise than under this Section 9. No indemnifying party shall, without the prior written consent of the indemnified personparty, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person party from all liability with respect to arising out of such action or claim or and (ii) if such settlement involves the imposition does not include a statement as to or an admission of equitable remedies fault, culpability or the imposition a failure to act by or on behalf of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementparty.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in an amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such failureindemnitee in connection with such obligation or liability subject to this Article XI. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe indemnitee, and at which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If In the event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in an indemnity claim by a third party is made against or on behalf of an indemnified person hereunderIndemnified Person, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Acquirer shall have twenty (20) days after receipt of such notice the right in its sole discretion to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume conduct the defense of a claim, it shall not and to settle or resolve any such claim without (and the prior written consent of costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations Indemnifiable Damages for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as Acquirer may seek indemnification pursuant to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person made hereunder). The Stockholders’ Agent shall have the right to contestreceive copies of all pleadings, settle notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or compromise conduct, any defense of the third-party claim but or settlement negotiations with respect to the third-party claim. However, except with the consent of the Stockholders’ Agent, which consent shall not thereby waive be deemed to have been given unless the Stockholders’ Agent shall have objected within 30 days after a written request for such consent by Acquirer, no settlement or resolution by Acquirer of any right claim that gives rise to a indemnity therefor pursuant claim by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, neither the Stockholders’ Agent nor any Converting Holder shall have any power or authority to object under Section 8.4 or any other provision of this AgreementARTICLE 8 to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Amount for indemnity with respect to such settlement or resolution.

Third Party Claims. If a claim by a (a) Subject to paragraph (b) below, in the case of any third party claim, action or suit as to which indemnification is made against sought by an indemnified person hereunderIndemnitee, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitor shall have twenty (20) 15 business days after receipt of the notice referred to in Section 9.4 to notify the Indemnitee that it elects to conduct and control such notice claim, action or suit. If the Indemnitor does not give the foregoing notice, the Indemnitee shall have the right to defend, contest, settle or compromise such action or suit in the exercise of its exclusive but reasonable discretion, and the Indemnitor shall, upon request from any Indemnitee, promptly pay to such Indemnitee in accordance with the other terms of this Article 9 the amount of any Damages. If the Indemnitor gives the foregoing notice, the Indemnitor shall have the right to undertake, conduct and control, through counsel of its own choosingchoosing and at the sole expense of the Indemnitor, subject to the reasonable approval conduct and settlement of such indemnified person, and at its own expense, the settlement action or defense thereofsuit, and the indemnified person Indemnitee shall cooperate with it the Indemnitor in connection therewith; provided, however, that (x) the indemnified person may Indemnitor shall permit the Indemnitee to participate in such conduct or settlement or defense through counsel chosen by such indemnified personthe Indemnitee, provided that but the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person Indemnitee and (y) the Indemnitor shall assume agree promptly to reimburse the defense of a claim, it shall not settle such claim without Indemnitee for the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition full amount of any material obligations on Damages resulting from such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimaction or suit, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable except fees and expenses of which shall be reimbursed counsel for the Indemnitee incurred after the assumption of the conduct and control of such action or suit by the indemnifying personIndemnitor and (z) the Indemnitor may not settle any such action or suit if the Indemnitor would not be fully liable for all Damages resulting from such action or suit. If So long as the indemnifying person does Indemnitor is contesting any such action or suit in good faith, the Indemnitee shall not notify pay or settle any such action or suit or make any statement or take any action that would prejudice the indemnified person within thirty (30) days after the receipt right or ability of the indemnified person's notice Indemnitor to defend or settle such action or suit or that would effect the amount of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementDamages relating thereto.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which assessment, imposition, Claim, liability or obligation any other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing claims under this ARTICLE VI, would not be fully indemnified person hereunder (as determined without reference to give prompt notice the $300,000 "deductible" described below); or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee), other than as a result of the payment of money damages. The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. Subject to the immediately following paragraph, if the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in an amount equal to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt amount of such notice to undertake, through counsel of its own choosingpayment plus all reasonable expenses (including legal fees and expenses, subject to the reasonable last paragraph of this Section 6.4) incurred by such indemnitee in connection with such obligation or liability subject to this ARTICLE VI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or, in the case of a settlement, the indemnitee must first receive the written approval of the terms and conditions of such indemnified personsettlement from the indemnitor. An indemnitor shall have the right to settle any Claim for which it is or would be liable to the indemnitee hereunder, but not until and at subject to and in accordance with the prior written approval of the indemnitee, which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expense, the settlement or defense thereof, counsel and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified personany case, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by the indemnitor in connection with the defense of such indemnified person. If action or Claim, (b) the indemnifying person indemnitor shall not have employed counsel in the defense of, or the indemnitor does not have the right under this SECTION 6.4 to assume the defense of, such action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of a claim, it shall which events such fees and expenses of not settle such claim without the prior written consent of more than one additional counsel for the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If (a) The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party is made (whether by legal process or otherwise), against an indemnified person hereunderwhich Claim, and if such indemnified person intends liability or obligation any other party to seek indemnity with respect thereto this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Article, Agreement to indemnify such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expenseIndemnitee, the settlement or defense thereofIndemnitee shall, and if the indemnified person shall cooperate with it in connection therewith; provided, however, that Indemnitee desires to make a claim for indemnification against the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability Indemnitor with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified third-party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimClaim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt Indemnitor in writing of the indemnified person's notice commencement or assertion of such third-party Claim and give the Indemnitor a claim copy of indemnity hereunder that it elects to undertake such Claim, process and all legal pleadings in the defense thereof, possession of the indemnified person Indemnitee. The Indemnitor shall have the right to contest(i) participate in the defense of such action at its expense with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within 10 days of transmittal of the notice of the Claim by the Indemnitee, settle in writing unless such Claim (A) may result in criminal proceedings, injunctions or compromise other equitable remedies in respect of the claim but Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Article 8, would not be fully indemnified hereunder; (C) may have a material adverse effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; or (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall not thereby waive any right to indemnity therefor pursuant to this Agreementassume the defense.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to this Agreementthe Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner.

Third Party Claims. If In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of or involving a claim or demand made by any Person against the indemnitee (a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article“Third-Party Claim”), such indemnified person shall indemnitee must promptly notify the indemnifying person deliver a notice in writing of such claims setting forth such claims the Third-Party Claim (a “Notice of Claim”) to the party from whom indemnification hereunder is sought (the “indemnitor”). Such Notice of Claim shall state in reasonable detail, provided that failure detail the amount or estimated amount of such indemnified person claim (to the extent known) and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such prompt notice as provided herein notification shall not relieve affect the indemnifying person of any of its obligations indemnification provided hereunder, except and only to the extent that the indemnifying person is materially indemnitor shall have been actually prejudiced by as a result of such failure. The indemnifying person Thereafter, upon request by the indemnitor, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. Within ten (10) Business Days of receiving a Notice of Claim, the indemnitor may elect to assume and control the defense of the Third-Party Claim set forth therein, with counsel selected by the indemnitor, by providing written notice thereof to the indemnitee and acknowledging in such notice the indemnitor’s indemnification obligations toward the indemnitee in respect of such Third-Party Claim. If the indemnitor assumes such defense in accordance with the preceding sentence, the indemnitee shall have twenty (20) days after receipt of such notice the right to undertakeparticipate in the defense thereof and to employ counsel, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, separate from the settlement or defense thereofcounsel employed by the indemnitor, and it being understood that the indemnified person indemnitor shall cooperate with it in connection therewithcontrol such defense; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel indemnitee shall be borne entitled, at the indemnitor’s expense, to retain one firm of separate counsel of its choosing (along with any required local counsel) if (a) the indemnitor and indemnitee so mutually agree, (b) the indemnitor fails to retain counsel reasonably satisfactory to the indemnitee within ten (10) Business Days of receiving the applicable Notice of Claim, (c) the indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnitor or (d) the named parties in any such proceeding (including any impleaded parties) include both the indemnitor and indemnitee and representation of both sets of parties by such indemnified personthe same counsel would be inappropriate due to actual or potential differing interests between them. If the indemnifying person shall indemnitor does not assume the defense of a claimThird-Party Claim in accordance with this paragraph within ten (10) Business Days after delivery of the applicable Notice of Claim, it the indemnitee against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the indemnitor) have the right to undertake the defense, compromise and settlement of such Third-Party Claim (subject to the following paragraph), and the indemnitor shall be liable for any resulting settlement of such Third-Party Claim and for any final judgment with respect thereto, subject in all cases to the limitations and other defenses that the indemnitor has or may have hereunder. In the event the indemnitor assumes the defense of the Third-Party Claim in accordance with this paragraph, the indemnitor shall keep the indemnitee reasonably informed of the progress of any such defense, compromise or settlement, and in the event that indemnitee assumes the defense of the claim in good faith, the indemnitee shall keep the indemnitor reasonably informed of the progress of any such defense, compromise or settlement. If the indemnitor so assumes the defense of any Third-Party Claim in accordance with this paragraph, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnitee shall not settle settle, compromise or discharge such claim Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnitor shall not, without the written consent of the indemnified personindemnitee (which consent shall not be unreasonably withheld, (i) unless such settlement includes conditioned or delayed), enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any obligation or restriction upon the indemnitee or does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementThird-Party Claim.

Third Party Claims. If a claim any action is brought by a third party against any Indemnitee with respect to which such Indemnitee is made against an indemnified person hereunderentitled to indemnification hereunder and notice of such action to the Indemnitor has been given pursuant to Section 5.3.1, the Indemnitor will be entitled to participate therein, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that it may elect by written notice delivered to the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) Indemnitee within thirty days after receipt of receiving the aforesaid notice from such notice Indemnitee, to undertakeassume the defense thereof with counsel reasonably satisfactory to such Indemnitee. Such Indemnitee will cooperate with respect to any such participation or defense. Notwithstanding the foregoing, through counsel of the Indemnitee will have the right to employ its own choosing, subject to the reasonable approval of counsel in any such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that case but the fees and expenses of such counsel will be at the expense of such Indemnitee, unless (a) the employment of such counsel at the expense of the Indemnitor shall be borne have been authorized in writing by the Indemnitor, (b) the Indemnitor shall not have employed counsel reasonably satisfactory to such indemnified person. If the indemnifying person shall assume Indemnitee to have charge of the defense of a claim, it shall not settle such claim without the prior written consent action within thirty days after notice of commencement of the indemnified personaction, or (ic) unless such settlement includes as an unconditional term thereof Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to it that are different from or additional to those available to the giving by Indemnitor (in which case the claimant Indemnitor will not have the right to direct the defense of a release such action on behalf of the indemnified person from all liability Indemnitee with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary naturedifferent defenses), in any of which case the indemnified person shall be entitled to retain separate counsel, the reasonable events such fees and expenses of which shall one additional counsel will be reimbursed borne by the indemnifying personIndemnitor. If Notwithstanding anything in this Section 5 to the indemnifying contrary, an Indemnitor will not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent is not unreasonably withheld. Upon payment of indemnification by the Indemnitor, the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or other responsible person does not notify to the indemnified person within thirty (30) days after the receipt extent of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnification payment.

Third Party Claims. If a claim by a In the case of any third party Proceeding as to which indemnification is made against sought by an indemnified person hereunderIndemnitee, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitor shall have twenty (20) days 20 Business Days after receipt of a Claim Notice to notify the Indemnitee that it elects to conduct and control such Proceeding. If the Indemnitor elects to conduct and control such Proceeding, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Proceeding, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Proceeding by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to undertake, through counsel of its own choosing, subject to the reasonable approval of prosecute vigorously and diligently or settle such indemnified person, and at its own expenseProceeding, the settlement or defense thereofIndemnitee shall have the right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Proceeding, and the indemnified person Indemnitor shall cooperate with it the Indemnitee in connection therewith; , provided, however, that (x) the indemnified person may Indemnitee shall permit the Indemnitor to participate in such conduct or settlement or defense through counsel chosen by such indemnified personthe Indemnitor, provided that but the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume Indemnitor, and (y) the defense of a claim, it shall Indemnitee may not compromise or settle such claim Proceeding without the prior written consent of the indemnified personIndemnitor (which consent will not be unreasonably withheld or delayed), unless (i) unless the sole relief provided is monetary Damages, and (ii) such settlement includes as an unconditional term thereof release in favor of the giving Indemnitor by the third-party claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition other than liability for payment of any material obligations on amounts in connection with such indemnified person other than financial obligations for which such indemnified party will be indemnified hereundersettlement). If the indemnifying person shall assume Indemnitor gives the defense foregoing notice, subject to the first and second sentences of a claimthis Section 8.5, the fees Indemnitor shall have the right, at the sole expense of any separate counsel retained the Indemnitor, to defend, conduct, control and settle such Proceeding by all appropriate proceedings (which proceedings will be vigorously and diligently prosecuted by the indemnified person Indemnitor to a final conclusion or settlement), with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such indemnified person Proceeding without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there exists a conflict between them is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such claim. In the case of any third party Proceeding as to their respective legal defenses (which indemnification is sought by the Indemnitee which involves a claim for Damages other than one that is solely for money Damages which could have a continuing effect on the business of a monetary nature), in which case the indemnified person shall be entitled to retain separate counselIndemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Proceeding. The parties hereto shall use their commercially reasonable fees efforts to minimize any Damages from claims by third parties and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to liability under this Agreement.Article VIII

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this Article IX relating to or arising out of claims, actions by Governmental Authorities or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of any Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim liability or obligation for Taxes or (b) any action or the assertion of any claim, liability or obligation by a Governmental Authority or a third party (whether by legal process or otherwise), against which claim, liability or obligation a party under this Article IX (hereinafter the “Indemnitor”) that is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor pursuant to this Article IX, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of the commencement or assertion thereof, including the amount and specific factual and legal basis for such claims setting forth such claims in reasonable detailclaim, provided that failure and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings and other written evidence thereof. The indemnifying person Indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The Indemnitor shall have the right to assume the defense of such action unless such action (a) may result in orders or mandatory injunctions materially impacting the Indemnitee’s on-going operation of the business or (b) may result in liabilities which, taken with other then-existing claims under this Article IX, would not be fully indemnified hereunder. The Indemnitor shall have twenty (20) days days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume the defense thereof. If the Indemnitor does assume such defense, through counsel of its own choosingit will, within such twenty (20) days, so notify the Indemnitee. If the Indemnitor does not assume such defense and so notifies the Indemnitee, or if the Indemnitor is barred from assuming such defense pursuant to this Section 9.5, then the Indemnitee shall have the right to assume such defense, subject to the reasonable approval participation of such indemnified personthe Indemnitor, and at its own expense, the settlement or defense thereofas provided in this Section 9.5, and the indemnified person Indemnitee’s fees and expenses (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the Indemnitor. In any case, the Indemnitor and Indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents, employees and information (written or otherwise) relevant to such defense. Prior to paying any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the Indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor which consent shall not be unreasonably withheld. The Indemnitor’s consent shall not be required for settlements (a) which consist principally of equitable remedies in respect of the Indemnitee or its business, or (b) that result in payments by the Indemnitee which, taken with other then existing claims under this Article IX, would not be subject to indemnification hereunder. An Indemnitor or Indemnitee shall have the authority to settle or compromise any claim for which it in connection therewithhas assumed or conducted the defense pursuant to this Section 9.5; provided, however, that the indemnified person may participate in an Indemnitor shall not settle or compromise any such claim if such settlement or defense through compromise would result in an order, injunction or other equitable remedy in respect of the Indemnitee, or would otherwise have a direct effect upon Indemnitee’s continuing operations, or would result in liabilities which, taken together with other existing claims under this Article IX, would not be fully indemnified hereunder; in each case, without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld. Notwithstanding the foregoing or anything else to the contrary in this Article IX or elsewhere in this Agreement, Seller shall have the right, in its sole and absolute discretion, to settle and compromise (on whatever terms it may elect) any claim or action to which this Article IX applies to the extent such claim or action relates to any Excluded Liability, so long as such settlement or compromise includes a release in favor of Purchaser with respect to such Excluded Liability from the third party asserting the claim and/or action. An Indemnitee shall have the right to employ its own counsel chosen by such indemnified personin any case, provided that but the fees and expenses of such counsel shall be borne at the expense of the Indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume Indemnitor in connection with the defense of a such action or claim, it (y) the Indemnitor shall not settle have assumed the defense, or shall be barred from assuming the defense, of such action or claim without the prior written consent of the indemnified personpursuant to this Section 9.5, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (iiz) if such settlement involves Indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Indemnitor, in any of which case the indemnified person shall be entitled to retain separate counsel, the events such reasonable fees and expenses of which counsel for the Indemnitee shall be reimbursed borne by the indemnifying person. If Indemnitor, in accordance with the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementfollowing paragraph.

Third Party Claims. If a claim by a third party is made against an indemnified person Person hereunder, and if such indemnified person Person intends to seek indemnity with respect thereto under this Article, such indemnified person Person shall promptly notify the indemnifying person Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person Person to give prompt notice as provided herein shall not relieve the indemnifying person Person of any of its obligations hereunder, except to the extent that the indemnifying person Person is materially prejudiced by such failure. The If the indemnifying person Person acknowledges in writing its obligation to indemnify the indemnified Person against any Losses that may result from such third party claim, then the indemnifying Person shall have twenty (20) 20 days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified personPerson, and at its own expense, the settlement or defense thereof, and the indemnified person Person shall cooperate with it in connection therewith; provided, however, that the indemnified person Person may participate in such settlement or defense through counsel chosen by such indemnified personPerson, provided that the fees and expenses of such counsel shall be borne by such indemnified personPerson. If the The indemnifying person shall assume the defense of a claim, it Person shall not settle such any claim or consent to the entry of any judgment without the prior written consent of the indemnified personPerson, unless (i) unless such settlement or judgement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person Person from all liability Liability with respect to such claim or and (ii) if such settlement involves or judgement does not involve the imposition of equitable remedies or the imposition of any material obligations on such indemnified person Person other than financial obligations for which such indemnified party Person will be indemnified hereunder. If the indemnifying person Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person Person shall be borne by such indemnified person Person unless there exists or is reasonably likely to exist a conflict of interest between them as to their respective legal defenses (other than one that is of a monetary nature)) in the reasonable judgment of the indemnified Person, in which case the indemnified person Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed as they are incurred by the indemnifying personPerson. If the indemnifying person Person does not notify the indemnified person Person within thirty (30) 20 days after the receipt of the indemnified personPerson's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofthereof and that it acknowledges its obligation to indemnify the indemnified Person against any Losses that may result from such claim, the indemnified person Person shall have the right to contest, settle or compromise the claim in a reasonable manner, and the indemnifying Person shall cooperate with in 56 52 connection therewith, but the indemnified Person shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If a claim Claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims Claims setting forth such claims Claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty thirty (2030) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claimClaim, it shall not settle such claim Claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability Liability with respect to such claim Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a material conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If In the event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in a claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto for indemnification under this ArticleArticle 8 by or on behalf of an Indemnified Person, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Acquirer shall have the right to contest, conduct the defense of and to settle or compromise resolve any such claim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer may seek indemnification pursuant to a claim made hereunder). Parent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of Parent, which consent shall not thereby waive be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless Parent shall have objected within 15 days after a written request for such consent by Acquirer, no settlement or resolution by Acquirer of any right claim that gives rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that Parent has consented to any such settlement or resolution, Parent shall not have any power or authority to object under Section 8.5 or any other provision of this Article 8 to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund or otherwise for indemnity therefor pursuant with respect to this Agreementsuch settlement or resolution.

Third Party Claims. If a claim by a third The indemnifying party is made against an indemnified person hereundershall have the right to participate in, and if such indemnified person intends to seek indemnity with respect thereto under this Articleand, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the it so desires, jointly with any other indemnitor similarly noticed, to assume the defense of any third party claim, demand, action or other proceeding with counsel selected by the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewithparty; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified personparty shall have the right to retain its own counsel, provided that with the fees and expenses to be paid by the indemnifying party, if representation of the indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceedings. So long as the indemnifying party has received notice of any third party claim, demand, action or proceeding for which any indemnified party intends to claim any Loss or Expense, and within a reasonable period thereafter the indemnifying party has assumed the defense thereof, the indemnity obligations under this Article 6 shall not apply to amounts paid in settlement of such counsel shall be borne by third party claim, demand, action or proceeding if such indemnified person. If settlement is effected without the consent of the indemnifying person party, which consent shall assume the defense of a not be unreasonably withheld or delayed. The indemnifying party may not settle or otherwise consent to an adverse judgment in any such third party claim, it shall not settle such claim demand, action or proceeding action that diminishes the rights or interests of the indemnified party without the prior express written consent of the indemnified personparty. The indemnified party, (i) unless such settlement includes as an unconditional term thereof its employees and agents, shall cooperate reasonably with the giving by indemnifying party and its legal representatives in the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition investigation of any material obligations on such indemnified person other than financial obligations for which such indemnified third party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained demand, action or proceeding covered by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementArticle 6.

Third Party Claims. If a claim by a The party to this Agreement entitled to indemnification under this Section 10 (hereinafter for purposes of this Section 10 referred to as “Indemnitee”) shall notify the party required to indemnify pursuant to this Section 10 (hereinafter for purposes of this Section 10 referred to as “Indemnitor”) within 15 days after the Indemnitee’s receipt of notice from any third party is made against an indemnified person hereunderof any claim, and if such indemnified person intends to seek indemnity demand, suit or proceeding with respect thereto to which indemnification may be sought under the terms of this ArticleAgreement. Indemnitor shall be entitled, at its expense, to contest or otherwise defend against any such indemnified person shall promptly notify claim, demand, suit or proceeding through representatives and counsel of its own choice, in which event Indemnitee shall, upon Indemnitor’s request, cooperate in connection with such defense or contest by the indemnifying person preparation and furnishing of evidence and by making employees available to testify, at no cost to Indemnitor except for the reimbursement of costs and expenses incurred by Indemnitee in writing of such claims setting connection therewith. Nothing set forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of preclude Indemnitee from defending such claim, demand, suit or proceeding on its obligations hereunderown behalf, except in which case Indemnitor shall cooperate with Indemnitee to the same extent that contemplated by the indemnifying person is materially prejudiced by foregoing sentence. If Indemnitor fails to protest or defend any such failure. The indemnifying person shall have twenty (20) claim, demand, suit or proceeding within 30 days after receipt of such the notice to undertakespecified in the first sentence of this Section 10.5, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitee shall have the right following such 30-day period, at its discretion, to contestsettle, settle defend or compromise pay the claim but same, in which event Indemnitor’s indemnification shall extend to and include the amount of such settlement or payment and/or the costs and legal expenses of such defense. The failure to notify Indemnitor promptly as set forth above of any such claim, demand, suit or proceeding shall not thereby waive any right relieve Indemnitor’s liability to indemnity therefor pursuant to indemnify Indemnitee under this AgreementSection 10.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this Article IX relating to or arising out of claims, actions by Governmental Authorities or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of any Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim liability or obligation for Taxes or (b) any action or the assertion of any claim, liability or obligation by a Governmental Authority or a third party (whether by legal process or otherwise), against which claim, liability or obligation a party under this Article IX (hereinafter the “Indemnitor”) that is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor pursuant to this Article IX, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of the commencement or assertion thereof, including the amount and specific factual and legal basis for such claims setting forth such claims in reasonable detailclaim, provided that failure and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings and other written evidence thereof. The indemnifying person Indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The Indemnitor shall have the right to assume the defense of such action unless such action (a) may result in orders or mandatory injunctions materially impacting the Indemnitee’s on-going operation of the business or (b) may result in liabilities which, taken with other then-existing claims under this Article IX, would not be fully indemnified hereunder. The Indemnitor shall have twenty (20) days days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume the defense thereof. If the Indemnitor does assume such defense, through counsel of its own choosingit will, within such twenty (20) days, so notify the Indemnitee. If the Indemnitor does not assume such defense and so notifies the Indemnitee, or if the Indemnitor is barred from assuming such defense pursuant to this Section 9.5, then the Indemnitee shall have the right to assume such defense, subject to the reasonable approval participation of such indemnified personthe Indemnitor, and at its own expense, the settlement or defense thereofas provided in this Section 9.5, and the indemnified person Indemnitee’s fees and expenses (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the Indemnitor. In any case, the Indemnitor and Indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents, employees and information (written or otherwise) relevant to such defense. Prior to paying any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the Indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor which consent shall not be unreasonably withheld. The Indemnitor’s consent shall not be required for settlements (a) which consist principally of equitable remedies in respect of the Indemnitee or its business, or (b) that result in payments by the Indemnitee which, taken with other then existing claims under this Article IX, would not be subject to indemnification hereunder. An Indemnitor or Indemnitee shall have the authority to settle or compromise any claim for which it in connection therewithhas assumed or conducted the defense pursuant to this Section 9.5; provided, however, that the indemnified person may participate in an Indemnitor shall not settle or compromise any such claim if such settlement or defense through compromise would result in an order, injunction or other equitable remedy in respect of the Indemnitee, or would otherwise have a direct effect upon Indemnitee’s continuing operations, or would result in liabilities which, taken together with other existing claims under this Article IX, would not be fully indemnified hereunder; in each case, without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld. Notwithstanding the foregoing or anything else to the contrary in this Article IX or elsewhere in this Agreement, Seller shall have the right, in Seller’s sole and absolute discretion, to settle and compromise (on whatever terms Seller may elect) any claim or action to which this Article IX applies, so long as such settlement or compromise includes a release in favor of Purchaser with respect to such liability from the third party asserting the claim and/or action. An Indemnitee shall have the right to employ its own counsel chosen by such indemnified personin any case, provided that but the fees and expenses of such counsel shall be borne at the expense of the Indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume Indemnitor in connection with the defense of a such action or claim, it (y) the Indemnitor shall not settle have assumed the defense, or shall be barred from assuming the defense, of such action or claim without the prior written consent of the indemnified personpursuant to this Section 9.5, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (iiz) if such settlement involves Indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Indemnitor, in any of which case the indemnified person shall be entitled to retain separate counsel, the events such reasonable fees and expenses of which counsel for the Indemnitee shall be reimbursed borne by the indemnifying person. If Indemnitor, in accordance with the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementfollowing paragraph.

Third Party Claims. If 8.5.1 The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest(i) participate in the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within ten (10) days of transmittal in writing of the notice of the Claim by the Indemnitee, settle unless such Claim (A) may result in criminal proceedings, injunctions or compromise other equitable remedies in respect of the claim but Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Section 8, would not be fully indemnified hereunder; (C) may have a Material Adverse Effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall assume the defense; or (F) is with respect to Taxes, in which case Seller Companies shall have the right to assume the defense or settlement of such third-party Claim only if it solely relates to (i) Taxes with respect to the income or operations of the Business or the ownership of the Acquired Assets for a taxable year or other taxable period ending on or before the Closing Date or (ii) Taxes imposed upon Seller Companies and Parent. Notwithstanding the immediately preceding sentence, with respect to a third-party Claim for Taxes, neither Seller Companies nor Parent shall consent to entry of any judgment or enter into any settlement (or otherwise compromise) of such Claim without the written consent of Purchaser, which consent shall not thereby waive any right to indemnity therefor pursuant to this Agreementbe unreasonably withheld or delayed.

Third Party Claims. In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than sixty (60) days after such claim or demand is first asserted, but in any event not later than the last date set forth in Section 9.2 or 9.4, as the case may be, for making such claim. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a claim by a third party Third-Party Claim is made against an indemnified person hereunderindemnitee, and the indemnitor shall be entitled to participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if such indemnified person intends the indemnitor irrevocably admits to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitee in writing of its obligation to indemnify the indemnitee for all liabilities and obligations relating to such claims setting forth Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. If the indemnitor assumes such claims in reasonable detaildefense, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person indemnitee shall have twenty (20) days after receipt of such notice the right to undertakeparticipate in the defense thereof and to employ counsel, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, separate from the settlement or counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense thereofof any Third-Party Claim, and all of the indemnified person parties shall cooperate with it the indemnitor in connection therewith; providedthe defense or prosecution thereof. Such cooperation shall include, howeverat the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information that the indemnified person may participate in are reasonably relevant to such settlement or defense through counsel chosen by such indemnified personThird-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided that the fees and expenses of such counsel shall be borne by such indemnified personhereunder. If the indemnifying person shall assume indemnitor has assumed the defense of a claimThird-Party Claim, it (i) the indemnitee shall not settle admit any liability with respect to, or settle, compromise or discharge, such claim Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld or delayed); (ii) the indemnitee shall agree to any settlement, compromise or discharge of a Third-Party Claim that the indemnitor may recommend and that by its terms releases the indemnitee from any liability in connection with such Third-Party Claim; and (iii) the indemnitor shall not, without the written consent of the indemnified personindemnitee, (i) unless such settlement includes as an unconditional term thereof enter into any settlement, compromise or discharge or consent to the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition entry of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If judgment that imposes any obligation or restriction upon the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitee.

Third Party Claims. If a claim by a In the case of any third party Action as to which indemnification is made against sought by an indemnified person hereunderIndemnitee, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitor shall have twenty (20) days 20 Business Days after receipt of a Claim Notice to notify the Indemnitee that it elects to conduct and control such notice Action. If the Indemnitor elects to undertakeconduct and control such Action, through the Indemnitor shall promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of its own choosing, subject to the reasonable approval conduct and control of such indemnified person, and at its own expenseAction by the Indemnitor. If the Indemnitor does not give the foregoing notice, the settlement or defense thereofIndemnitee shall have the right, at the sole expense of the Indemnitor, to conduct, control, settle and compromise such Action, and the indemnified person Indemnitor shall cooperate with it the Indemnitee in connection therewith; , provided, however, that the indemnified person may Indemnitee shall permit the Indemnitor to participate in such conduct or settlement or defense through counsel chosen by such indemnified personthe Indemnitor, provided that but the fees and expenses of such counsel shall be borne by such indemnified personthe Indemnitor. If the indemnifying person Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 9.7, the Indemnitor shall assume have the defense right, at the sole expense of a claimthe Indemnitor, it to conduct and control such Action with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such claim Action without the prior written consent of the indemnified person, Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) unless there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and such compromise or settlement will have no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such settlement includes as an unconditional term thereof release in favor of the giving Indemnitee by the third-party claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves claim. In the imposition of equitable remedies or the imposition case of any material obligations on such indemnified person third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than financial obligations solely for money Damages which such indemnified party will be indemnified hereunder. If could have a continuing effect on the indemnifying person shall assume business of the defense of a claimIndemnitee, the fees Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their reasonable best efforts to minimize any separate counsel retained Damages from claims by the indemnified person third parties and shall be borne by act in good faith in responding to, defending against, settling or otherwise dealing with such indemnified person unless there exists a conflict between them claims, notwithstanding any dispute as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to liability under this AgreementArticle IX.

Third Party Claims. If In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article“Third-Party Claim”), such indemnified person shall promptly indemnitee must notify the indemnifying person party from whom indemnification hereunder is sought (the “indemnitor”) in writing of such claims setting forth such claims the Third-Party Claim within the time period prescribed in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20Sections 8.2(a) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature8.4(a), in which case the indemnified person shall be entitled to retain separate counselas applicable, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within no later than thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the receipt amount or estimated amount of such claim, and shall identify the indemnified person's specific basis (or bases) for such claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure or such notice is given after the dates set forth in Sections 8.2(a) or 8.4(a), as applicable. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a claim of indemnity hereunder that it elects Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to undertake participate, at its expense, in the defense thereof, with counsel of its choice reasonably satisfactory to the indemnified person indemnitee; provided that the indemnitor conducts the defense of such Third-Party Claim actively and diligently. Notwithstanding the foregoing, if the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. If the indemnitor assumes such defense, the indemnitee shall have the right to contestparticipate in the defense thereof and to employ counsel, settle at its own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or compromise prosecution thereof. Such cooperation shall include, at the claim but expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor has assumed the defense of a Third-Party Claim, (i) the indemnitee shall not thereby waive admit any right liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld or delayed); (ii) the indemnitee shall agree to indemnity therefor pursuant any settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms releases the indemnitee from any liability in connection with such Third-Party Claim; and (iii) the indemnitor shall not, without the written consent of the indemnitee, enter into any settlement, compromise or discharge or consent to this Agreementthe entry of any judgment which imposes any obligation or restriction upon the indemnitee.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third third-party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in any amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such failureindemnitee in connection with such obligation or liability subject to this Article XI. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe other, and at which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume have employed counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees indemnitor. Any and expenses of which shall be reimbursed all Claims made by the indemnifying person. If Purchaser against the indemnifying person does Seller for indemnification under this Article XI may be, but are not notify required to be, settled by payment from the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementEscrow Account.

Third Party Claims. If An Indemnitee shall give the Indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a claim by a third party is made against right of indemnification under this Agreement (an indemnified person hereunder“Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and if containing a reference to the provisions of this Agreement from which such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify right of indemnification is claimed or arises. If the indemnifying person Indemnitor acknowledges in writing that its obligation to indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the Indemnitor shall be entitled to assume and control the defense of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any Indemnified Claim at its expense and through counsel of its obligations hereunder, except choice if it gives notice of its intention to do so to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty Indemnitee within five (205) days after of the receipt of such notice from the Indemnitee. In the event the Indemnitor exercises the right to undertake, through counsel of its own choosing, subject to the reasonable approval of undertake any such indemnified person, and at its own expensedefense against any such Indemnified Claim as provided above, the settlement or defense thereof, and the indemnified person Indemnitee shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate Indemnitor in such settlement defense and make available to the Indemnitor, at the Indemnitor’s expense, all witnesses, pertinent records, materials and information in the Indemnitee’s possession or defense through counsel chosen under the Indemnitee's control relating thereto as is reasonably required by such indemnified personthe Indemnitor. Similarly, provided that in the fees and expenses of such counsel shall be borne by such indemnified person. If event the indemnifying person shall assume Indemnitee is, directly or indirectly, conducting the defense of a claimagainst any such Indemnified Claim, it the Indemnitor shall not settle cooperate with the Indemnitee in such claim defense and make available to the Indemnitee, at the Indemnitor’s expense, all such witnesses, records, materials and information in the Indemnitor’s possession or under the Indemnitor's control relating thereto as is reasonably required by the Indemnitee. No such Indemnified Claim may be settled by the Indemnitor without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for Indemnitee which such indemnified party will shall not be indemnified hereunderunreasonably withheld. If the indemnifying person shall assume Indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense of a claimwithout waiving its right to seek indemnity hereunder, the fees including reimbursement of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementcosts incurred.

Third Party Claims. If a claim by a third party is made against an indemnified person Person hereunder, and if such indemnified person Person intends to seek indemnity with respect thereto under this Article, such indemnified person Person shall promptly notify the indemnifying person Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person Person to give prompt notice as provided herein shall not relieve the indemnifying person Person of any of its obligations hereunder, except to the extent that the indemnifying person Person is materially prejudiced by such failure. The indemnifying person Person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expensePerson, the settlement or defense thereof, and the indemnified person Person shall cooperate with it in connection therewith; provided, however, that the indemnified person Person may participate in such settlement or defense through counsel chosen by such indemnified person, Person; provided that the fees and expenses of such counsel shall be borne by such indemnified personPerson. If the indemnifying person Person shall assume the defense of a claim, it shall not settle or compromise such claim without the prior written consent of the indemnified person, Person (which consent shall not be unreasonably withheld) unless (i) unless the indemnifying Person agrees in writing that the indemnified Person is entitled to indemnification in respect of such claim pursuant to this Section 7.1, (ii) such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person Person from all liability with respect to such claim or and (iiiii) if such settlement involves or compromise does not involve the imposition of equitable remedies or the imposition of any material obligations on such indemnified person Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person Person shall assume the defense of a claim, all fees and expenses of the indemnifying Person's counsel and other costs of defending such claim shall be borne by the indemnifying party; provided that the fees of any separate counsel retained by the indemnified person Person shall be borne by such indemnified person Person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person Person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying personPerson. If the indemnifying person Person does not notify the indemnified person Person within thirty twenty (3020) days after the receipt of the indemnified personPerson's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Person shall have the right to contest, defend the claim and shall not settle or compromise the claim but shall without the consent of the indemnifying party (which consent will not thereby waive be unreasonably withheld) unless the indemnifying party agrees in writing that it is not entitled to any right to indemnity therefor indemnities pursuant to this AgreementSection 7.1.

Third Party Claims. If a claim In case of any Claim, suit or proceeding by a third party is made against an indemnified person hereunderor by any government body, and if such indemnified person intends to seek indemnity or any legal, administrative or arbitration proceedings with respect thereto to which Indemnitor may have liability under this Articlethe indemnity agreement contained in either Section 10.1. or 10.2 as the case may be, such indemnified person Indemnitor shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailbe entitled to participate therein, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderand, except to the extent that desired by Indemnitor, to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, defense thereof at its own expense and through counsel of its own choosing, subject and after notice from Indemnitor to Indemnitee of the reasonable approval of such indemnified person, and at its own expense, election so to assume the settlement or defense thereof, and the indemnified person shall cooperate with it Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection therewith; providedwith the defense thereof, howeverother than reasonable costs of investigation, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall unless Indemnitor does not actually assume the defense thereof following notice of a claimsuch election. The parties will render each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, it shall Claim or proceeding. Indemnitee will not settle such claim make any settlement of any suit, Claim or proceeding which might give rise to liability of Indemnitor under the indemnity agreements contained in either Section 10.1 or 10.2 hereof as the case may be without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. If Indemnitor shall desire and be able to effect, a bona fide compromise or settlement of any such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse or delay to consent to such compromise or settlement, then Indemnitor's liability under either Section 10.1 or 10.2 as the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability case may be with respect to such claim suit, Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person proceeding shall be borne by limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.

Third Party Claims. If a any legal proceedings are instituted or any claim is asserted by a any third party is made against an indemnified person with respect to which Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party asserting such right to indemnity will give the party from whom indemnity is sought written notice thereof, including copies of any legal proceedings or documents associated therewith. A delay in giving notice will only relieve the recipient of liability to the extent the recipient suffers actual prejudice because of the delay. The party from whom indemnity is sought will have the right, at its option and if such indemnified person intends expense, to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify participate in the indemnifying person in writing defense of such claims setting forth a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control will (except as hereinafter provided) at all times rest with the party asserting such claims in reasonable detailright to indemnity, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderunless, except and to the extent that the indemnifying person proceeding or claim involves money damages and the party from whom indemnity is materially prejudiced by sought irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the party asserting such failure. The indemnifying person shall have twenty (20) days after receipt right to indemnity, in which case the party from whom indemnity is sought may assume the control of the monetary damage portion of such notice to undertake, defense through counsel of its own choosingchoice and at its expense, subject but the party asserting such right to indemnity will continue to have the reasonable approval right to be represented in the monetary aspect of such indemnified persondefense, and at its own expense, the settlement or defense thereofby counsel of its choice, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses all events will retain control of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a proceeding or claim to the extent that it involves other than monetary damages. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity, any settlement made by the party asserting such right to indemnity, and any judgment entered in the proceeding or claim will be deemed to have been consented to by, and will be binding on, the party from whom indemnity is sought as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or claim will not be extinguished. If the party from whom indemnity is sought does assume control of the defense of such a proceeding or claim, it shall not settle such claim will not, without the prior written consent of the indemnified personparty asserting such right to indemnity, (i) unless such settlement includes settle the proceeding or claim or consent to entry of any judgment relating thereto which does not include as an unconditional term thereof the giving by the claimant of a release of to the indemnified person from all liability with respect to party asserting such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant a release from all Liability in respect of the proceeding or claim and such settlement is solely for monetary damages. The parties hereto agree to this Agreementcooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding or claim, including reasonable and necessary access to documents and personnel.

Third Party Claims. If a In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a third person that is not a party is made against an indemnified person hereunderhereto, and the Indemnitors may, upon notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitors jointly acknowledge in writing to the relevant Indemnitee the right of such claims setting forth such claims Indemnitee to indemnity pursuant hereto in reasonable detail, provided that failure respect of the entirety of such indemnified person claim and provide written evidence reasonably satisfactory to give prompt notice as provided herein shall not relieve such Indemnitee that such Indemnitors have the indemnifying person financial wherewithal to defend and pay such claim in full. If the Indemnitors assume the defense of any such claim or Proceeding, the Indemnitors shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of its obligations hereundersuch claim or Proceeding, except to shall take all steps necessary in the extent that defense or settlement thereof and shall at all times diligently and promptly pursue the indemnifying person is materially prejudiced by such failureresolution thereof. The indemnifying person If the Indemnitors shall have twenty (20) days after receipt assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnitors shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewithIndemnitee; provided, however, that the indemnified person may participate in Indemnitors shall have paid or caused to be paid all amounts arising out of such settlement or defense through counsel chosen by such indemnified personjudgment concurrently with the effectiveness thereof; provided further, provided that the fees and expenses Indemnitors shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to the conduct of such counsel Indemnitee's business; and provided further, that a condition to any such settlement shall be borne a complete release of such Indemnitee with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnitors in the defense of any claim or Proceeding being defended by such indemnified personthe Indemnitors pursuant to this Clause (d). If the indemnifying person shall Indemnitors do not assume the defense of a claimany claim or Proceeding resulting therefrom in accordance with the terms of this Clause (d), it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to Indemnitee may defend against such claim or (ii) if Proceeding in such settlement involves manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the imposition of equitable remedies or same to the imposition of any material obligations Indemnitors, on such indemnified person other than financial obligations for which terms as such indemnified party will be indemnified hereunderIndemnitee may deem appropriate. If the indemnifying person shall assume Indemnitors seek to question the defense manner in which such Indemnitee defended such claim or Proceeding or the amount of a claimor nature of any such settlement, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitors shall have the right burden to contest, settle prove by a preponderance of the evidence that such Indemnitee did not defend such claim or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementProceeding in a reasonably prudent manner.

Third Party Claims. If a claim by a In the case of any third party claim, ------------------ action or suit as to which indemnification is made against an sought, the indemnifying person shall have the right at any time to notify the indemnified person hereunderthat it elects to conduct and control such action or suit. If the indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such the indemnified person shall promptly notify have the indemnifying person right to defend and contest such action or suit in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any exercise of its obligations hereunderexclusive discretion and settle or compromise such suit, except subject to the extent that provisions of the indemnifying person is materially prejudiced by such failurelast sentence of Section 12.04. The indemnifying person shall, upon request from any indemnified person, promptly pay to such indemnified person in accordance with the other terms of this Article XII the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have twenty (20) days after receipt of such notice the right to undertake, conduct and control, through counsel of its own choosingchoosing and at the sole expense of the indemnifying person, subject to the reasonable approval conduct and settlement of such action or suit (other than a settlement which requires or prohibits any action on the part of, or involves any admission by, the indemnified person, in which event the consent of such indemnified personperson shall be required, and at its own expense, the settlement or defense thereofbut shall not be unreasonably withheld), and the indemnified person shall cooperate with it the indemnifying person in connection therewithwith any such action or suit; provided, however, that (x) the indemnifying person shall permit the indemnified person may to participate in such conduct or settlement or defense through counsel chosen by such the indemnified person, provided that but the fees and expenses of such counsel shall be borne borne, after the indemnifying person has given notice that it elects to conduct and control such action or suit, by such the indemnified person. If person and (y) the indemnifying person shall assume agree promptly to reimburse to the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of extent required under this Article XII the indemnified person from all liability with respect to such claim or (ii) if such settlement involves for the imposition of equitable remedies or the imposition full amount of any material obligations on Damages resulting from such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimaction or suit, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable except fees and expenses of which shall be reimbursed counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying person. If So long as the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofis contesting any such action or suit in good faith, the indemnified person shall have the right to contest, not pay or settle any such action or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsuit.

Third Party Claims. If An Indemnitee shall give the Indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a claim by a third party is made against right of indemnification under this Agreement (an indemnified person hereunder“Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and if containing a reference to the provisions of this Agreement from which such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify right of indemnification is claimed or arises. If the indemnifying person Indemnitor acknowledges in writing that its obligation to indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the Indemnitor shall be entitled to assume and control the defense of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any Indemnified Claim at its expense and through counsel of its obligations hereunder, except choice if it gives notice of its intention to do so to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty Indemnitee within five (205) days after of the receipt of such notice from the Indemnitee. In the event the Indemnitor exercises the right to undertake, through counsel of its own choosing, subject to the reasonable approval of undertake any such indemnified person, and at its own expensedefense against any such Indemnified Claim as provided above, the settlement or defense thereof, and the indemnified person Indemnitee shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate Indemnitor in such settlement defense and make available to the Indemnitor, at the Indemnitor’s expense, all witnesses, pertinent records, materials and information in the Indemnitee’s possession or defense through counsel chosen under the Indemnitee’s control relating thereto as is reasonably required by such indemnified personthe Indemnitor. Similarly, provided that in the fees and expenses of such counsel shall be borne by such indemnified person. If event the indemnifying person shall assume Indemnitee is, directly or indirectly, conducting the defense of a claimagainst any such Indemnified Claim, it the Indemnitor shall not settle cooperate with the Indemnitee in such claim defense and make available to the Indemnitee, at the Indemnitor’s expense, all such witnesses, records, materials and information in the Indemnitor’s possession or under the Indemnitor’s control relating thereto as is reasonably required by the Indemnitee. No such Indemnified Claim may be settled by the Indemnitor without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for Indemnitee which such indemnified party will shall not be indemnified hereunderunreasonably withheld. If the indemnifying person shall assume Indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense of a claimwithout waiving its right to seek indemnity hereunder, the fees including reimbursement of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementcosts incurred.

Third Party Claims. If (a) The following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party is made (whether by legal process or otherwise), against an indemnified person hereunderwhich Claim, and if such indemnified person intends liability or obligation any other party to seek indemnity with respect thereto this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Article, Agreement to indemnify such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expenseIndemnitee, the settlement or defense thereofIndemnitee shall, and if the indemnified person shall cooperate with it in connection therewith; provided, however, that Indemnitee desires to make a claim for indemnification against the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability Indemnitor with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified third-party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimClaim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt Indemnitor in writing of the indemnified person's notice commencement or assertion of such third-party Claim and give the Indemnitor a claim copy of indemnity hereunder that it elects to undertake such Claim, process and all legal pleadings in the defense thereof, possession of the indemnified person Indemnitee. The Indemnitor shall have the right to contest(i) participate in the defense of such action at its expense with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within 10 days of transmittal of the notice of the Claim by the Indemnitee, settle in writing unless such Claim (A) may result in criminal proceedings, injunctions or compromise other equitable remedies in respect of the claim but Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Article VIII, would not be fully indemnified hereunder; (C) may have a Material Adverse Effect on the Business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; or (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall not thereby waive any right to indemnity therefor pursuant to this Agreementassume the defense.

Third Party Claims. If a claim by a third party is made against an either of the indemnified person hereunderparties, and if such either of the indemnified person parties intends to seek indemnity with respect thereto under this ArticleSection 10.1, such indemnified person party shall promptly notify Buyer or Seller, as the indemnifying person in writing case may be, of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failureclaim. The indemnifying person party shall have twenty thirty (2030) days after receipt of such the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing, choosing (subject to the reasonable approval consent of the indemnified party, such indemnified person, consent not to be unreasonably withheld or delayed) and at its own expense, the settlement or defense thereoftherefor, and the indemnified person party shall cooperate with it in connection therewith; providedprovided that: (i) the indemnifying party shall not thereby permit to exist any lien, however, that encumbrance or other adverse charge upon any asset of any indemnified party (ii) the indemnifying party shall permit the indemnified person may party to participate in such settlement or defense through counsel chosen by such the indemnified personparty, provided that the fees and expenses of such counsel shall be borne by the indemnified party and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified personparty within the limits of this Section 10.1. So long as the indemnifying party is reasonably 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 pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person party within thirty (30) days after the receipt of the indemnified personparty's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementin the exercise of its exclusive discretion at the expense of the indemnifying party.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunderParty, and if such indemnified person Party intends to seek indemnity with respect thereto under this Articlehereunder, such the indemnified person Party shall promptly (and in any case within 30 days of such claim being made and within the period provided in Section 6.5, if applicable) notify the indemnifying person in writing Party of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failureclaim. The indemnifying person Party shall have twenty (20) 60 days after receipt of such notice to to, without reserving any rights, undertake, conduct and control, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, choosing and at its own expense, the settlement or defense thereof, and the indemnified person Party shall cooperate with it in connection therewith; provided, however, provided that (a) the indemnified person Party may take any action necessary to preserve any rights or defenses in connection with a claim prior to the indemnifying Party undertaking the defense thereof; (b) after undertaking the settlement or defense of a claim, the indemnifying Party shall permit the indemnified Party to participate in such settlement or defense through counsel chosen by such the indemnified personParty, provided that the fees and expenses of such counsel shall be borne by such the indemnified person. If Party; (c) the indemnifying person Party shall assume promptly reimburse the indemnified Party for the full amount of any Loss resulting from such claim and all related expenses incurred by the indemnified Party within the limits of this Article 6, including any expenses and attorney fees relating to the defense of a the claim prior to the indemnifying Party undertaking the settlement or defense thereof (except for expenses contemplated by clause (b) preceding); and (d) that any such settlement or defense by the Sellers shall be subject to approval by Buyer, which approval shall not be unreasonably withheld. So long as the indemnifying Party is reasonably contesting any such claim in good faith, the indemnified Party shall not pay or settle any such claim. Notwithstanding any of the foregoing, the indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect waive any right to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed indemnity therefor by the indemnifying personParty. If Subject to the limitations set forth in Section 6.5, if the indemnifying person Party does not notify the indemnified person Party within thirty (30) 60 days after the receipt of the indemnified personParty's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.hereunder

Third Party Claims. If a claim by In the event of a third party is made against an indemnified person claim giving rise to indemnification hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person party shall have twenty thirty (2030) days after receipt of the notice referred to in Section 8.4 to notify the indemnified persons that it elects to conduct and control such notice to undertake, through action or suit with counsel of its own choosing, subject reasonably satisfactory to the reasonable approval of such indemnified person, and at its own expensepersons. If the indemnifying party does not give the foregoing notice, the settlement indemnified persons shall have the right to defend and contest such action or defense thereof, and suit in any manner the indemnified person shall cooperate with it in connection therewithpersons reasonably deem appropriate; provided, however, that the indemnified persons shall not consent to the entry of any judgment or to any settlement of such claim without the prior written consent of the indemnifying party, not to be unreasonably withheld or delayed. If the indemnifying party gives the foregoing notice, the indemnifying party shall have the right to undertake, conduct, and control, through counsel of its own choosing and at the sole expense of the indemnifying party, the conduct and settlement of such action or suit, and the indemnified persons shall cooperate with the indemnifying party in connection therewith; provided that (w) the indemnifying party shall not settle or compromise any such action or suit without the indemnified persons' prior written consent (not to be unreasonably withheld or delayed), unless the terms of such settlement or compromise release the indemnified persons from any and all liability with respect to such action or suit at no cost to the indemnified persons, (x) the indemnifying party shall not thereby consent to the imposition of any Lien upon any asset of any indemnified person may or consent to the issuance of an injunction or other equitable relief against the indemnified persons, (y) the indemnifying party shall permit the indemnified persons to participate in such conduct or settlement or defense through one counsel chosen by such the indemnified personpersons, provided that and the fees and expenses of such counsel shall be borne by the indemnified persons (unless the named parties to any such action or suit include one or more indemnified person. If persons who have been advised by counsel that there may be a conflict of interest between the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on party and such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), or persons; in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall one counsel for the indemnified person or persons will be reimbursed borne by the indemnifying personparty). If So long as the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofparty is contesting any such action or suit in good faith, the indemnified person persons shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified persons shall have the right to contestpay or settle any such action or suit, settle or compromise provided that in such event the claim but indemnified persons shall not thereby waive any the right to indemnity therefor pursuant to by the indemnifying party, and no amount in respect thereof shall be claimed as Loss or Expense under this AgreementArticle 8.

Third Party Claims. If a claim (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the Indemnitee of notice of the commencement of any Claim, or assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the Indemnitor is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume and control the defense of such action, with counsel reasonably acceptable to the Indemnitee, unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business, which injunctions or other equitable remedies, if successful, likely would have a Material Adverse Effect on the business or financial condition, or operations or results of operations, of the Indemnitee, or (ii) may result in liabilities which, taken with other then existing Claims under this Agreement.Article IX, would not be fully indemnified hereunder and which non-indemnifiable portion likely would exceed the indemnifiable portion of the Claim. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonably necessary to defend such audit,

Third Party Claims. If (a) Should any Action or potential claim (any of which is hereinafter individually referred to as a claim by "Circumstance") be instituted against Indemnitee which, if prosecuted successfully, would be a third party matter for which Indemnitee is made against an indemnified person hereunder, and if such indemnified person intends entitled to seek indemnity with respect thereto indemnification under this ArticleAgreement (a "Third Party Claim"), such indemnified person the Indemnitee shall promptly notify give the indemnifying person in writing of such claims setting forth such claims Indemnitor written notice describing the Circumstance in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitor shall have twenty (20) days after receipt of such notice undertake to undertakecompromise or defend, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expenseexpense and by its own counsel (who shall be reasonably acceptable to Indemnitee), any such matter involving the settlement or defense thereof, and asserted liability of the indemnified person shall cooperate with it in connection therewithIndemnitee; provided, howeverPROVIDED, that the indemnified person may participate in any such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel compromise (1) shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a release of the indemnified person from all liability in respect of such claim and (2) shall not result in the imposition on the Indemnitee of any remedy other than monetary damages to be paid in full by the Indemnitor pursuant to Section 8.2. Indemnitor shall confirm to Indemnitee in writing within ten (10) days after receipt of Indemnitee's notice that Indemnitor will undertake to compromise or defend such asserted liability. The assumption of the defense of any Third Party Claim by the Indemnitor shall be an acknowledgment by the Indemnitor of its obligation to indemnify the Indemnitee with respect to such claim claim. The Indemnitee agrees to, and to cause its own independent counsel to, cooperate fully with the Indemnitor and its counsel in the compromise of, or (ii) if defense against, any such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunderasserted liability. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained All reasonable out-of-pocket costs and expenses incurred by the indemnified person shall be borne by Indemnitee in connection with such indemnified person unless there exists a conflict between them as to their respective legal defenses cooperation (other than one that is of a monetary nature)including, in which case the indemnified person shall be entitled to retain separate counselwithout limitation, the reasonable fees and expenses of which the Indemnitee's own independent counsel) shall be reimbursed borne by the indemnifying personIndemnitor. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofIn any event, the indemnified person Indemnitee shall have the right to contest, settle or compromise participate with its own counsel (the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementreasonable fees and expenses of which will be borne by Indemnitor) in the defense of such asserted liability.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (x) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business, (y) may result in liabilities which, taken with other then existing Claims under this ARTICLE 10, would not be fully indemnified hereunder, or (z) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the event that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to this Agreementthe Indemnitor all relevant records and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this ARTICLE 10, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Effective Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to this Agreementthe Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner.

Third Party Claims. If a claim by a third party is made against an either of the indemnified person hereunderparties, and if such either of the indemnified person parties intends to seek indemnity with respect thereto under this ArticleSection 10.1, such indemnified person party shall promptly notify Buyer or Seller, as the indemnifying person in writing case may be, of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failureclaim. The indemnifying person party shall have twenty thirty (2030) days after receipt of such the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing, choosing (subject to the reasonable approval consent of the indemnified party, such indemnified person, consent not to be unreasonably withheld or delayed) and at its own expense, the settlement or defense thereoftherefor, and the indemnified person party shall cooperate with it in connection therewith; providedprovided that: (i) the indemnifying party shall not thereby permit to exist any lien, however, that encumbrance or other adverse charge upon any asset of any indemnified party (ii) the indemnifying party shall permit the indemnified person may party to participate in such settlement or defense through counsel chosen by such the indemnified personparty, provided that the fees and expenses of such counsel shall be borne by the indemnified party and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified personparty within the limits of this Section 11.1. So long as the indemnifying party is reasonably 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 pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person party within thirty (30) days after the receipt of the indemnified personparty's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementin the exercise of its exclusive discretion at the expense of the indemnifying party.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The With respect to any such claim relating solely to the payment of money damages and which will not result in the indemnified party's becoming subject to injunctive or other equitable relief and as to which the indemnifying party shall have acknowledged in writing its obligation to indemnify the indemnified party hereunder, the indemnifying person shall have twenty (20) days after receipt of such notice to undertake, 42 52 through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle or compromise such claim without the prior written consent of the indemnified person, (i) unless such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement or compromise involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty twenty (3020) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofthereof and acknowledges its obligation to indemnify the indemnified person hereunder, or if the claim does not relate solely to the payment of money damages, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “indemnitee”) of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party, including any Authority, (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the “indemnitor”) is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then-existing Claims under this Article VI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a claim settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this Article VI. An indemnitor shall not settle or seek to settle any such Claim by a third party is made against an indemnified person hereunder, indemnitee except and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except only to the extent that the indemnifying person indemnitee gives prior written approval to the indemnitor to do so in the specific case, and no such settlement shall be binding on the indemnitee unless the settlement is materially prejudiced duly agreed to in writing by such failurethe indemnitee. The indemnifying person An indemnitee shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of employ its own choosingcounsel in any case, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 6.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty Within ten (2010) days after receipt of written ------------------ notice of the commencement of any action or the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, liability or obligation a party is, or may be, required under this Article 9 to indemnify the other party, the indemnified party will notify the indemnifying party in writing of the commencement or assertion thereof (the "Claim Notice") and give the indemnifying party a copy of such claim, process and all legal pleadings relating thereto. The indemnifying party shall have the right to contest and conduct the defense of such action with counsel of reputable standing reasonably acceptable to the indemnified party by giving written notice to undertakethe indemnified party of its election to do so within ten (10) days of the receipt of the Claim Notice, through and the indemnified party may participate in such defense by counsel of its own choosing, subject to the reasonable approval of such indemnified person, and choosing at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnified party shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnifying person party has agreed to indemnify the indemnified party under this Agreement, such amount plus all reasonable expenses incurred by the indemnified party in accordance with such obligation or liability (including, without limitation, reasonable attorneys' fees (other than fees incurred by counsel to the indemnified party employed pursuant to the immediately preceding sentence) and costs of investigations) shall assume be promptly paid by the defense indemnifying party to the indemnified party, subject to reasonable documentation and cost substantiation of a claim, it all such amounts. The indemnifying party shall not settle such claim or compromise any claim, action or proceeding without the prior written consent of the indemnified personparty, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the which shall not be unreasonably withheld. The indemnified person from all party shall use reasonable efforts to mitigate any damage, loss, cost, expense, liability or obligation with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person it shall be entitled to retain separate counselindemnification hereunder. Subject to the limitations set forth in Sections 9.3 and 9.7 of this Agreement, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt failure of the indemnified person's notice of a claim of indemnity party to give the Claim Notice to the indemnifying party within the ten-day period required hereunder that it elects to undertake the defense thereof, shall not affect the indemnified person shall have party's rights to indemnification hereunder, except if (and then only to the right extent that) the indemnifying party incurs additional expenses or the indemnifying party' defense of such claim is actually prejudiced by reason of such failure to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementgive timely notice.

Third Party Claims. If Promptly after receipt by any party (the “Indemnitee”) of notice of any Claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an “Assertion”), or any Claim whatsoever with respect to infringement by a claim by party of Intellectual Property Rights of a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Articleto the Licensor Design, Licensor product, Licensee Design or Licensee product, as the case may be, such indemnified person Indemnitee shall promptly notify give written notice of the indemnifying person in writing Assertion to the party obligated to provide indemnification pursuant to this Article 9 (the “Indemnitor”). The Indemnitor shall have the right and the obligation to assume the defense of such claims setting forth such claims in reasonable detailAssertion, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, with counsel chosen by the settlement or Indemnitor. Notwithstanding that the Indemnitor shall be obligated to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through separate counsel chosen by such indemnified personIndemnitee, provided that but in such event the fees and expenses of such counsel shall be borne paid by such indemnified person. If Indemnitee, unless: (i) the indemnifying person Indemnitor shall have agreed to pay such fees and expenses; or (ii) the Indemnitor shall have failed to assume the defense of a claimsuch Assertion. Notwithstanding anything to the contrary in this Article 9, it the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that materially and adversely affects such claim Indemnitee, other than as a result of money damages or other money judgments, provided, however, that the Indemnitor may, without the prior written consent of the indemnified personIndemnitee, (i) unless settle or compromise any action or consent to the entering of any judgment which is for money damages only so long as the Indemnitor pays such settlement money damages, and includes as an unconditional term thereof the giving delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of the indemnified person such Indemnitee from all liability with in respect to of such claim Assertion. The obligation of each Indemnitor under this Article 9 is conditioned on the Indemnitee’s agreement that if the Licensor Design, Licensor product, Licensee Design or (ii) if such settlement involves the imposition of equitable remedies Licensee product, or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If use or operation thereof, becomes, or is likely to become, the indemnifying person shall assume the defense subject of a claimClaim, the fees of any separate counsel retained by Indemnitee will permit Indemnitor, at its option and expense, either to procure the indemnified person shall right for the other party to continue using the Intellectual Property or to replace or modify with a mutually acceptable substitute (acceptance not to be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30unreasonably withheld) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder having equal or superior functional capability so that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementbecomes non-infringing.

Third Party Claims. If a claim by a In the case of any third party claim, action or suit as to which indemnification is made against an sought, the indemnifying person shall have the right at any time to notify the indemnified person hereunderthat it elects to conduct and control such action or suit. If the indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such the indemnified person shall promptly notify have the indemnifying person right to defend and contest such action or suit in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any exercise of its obligations hereunderexclusive discretion and settle or compromise such suit, except subject to the extent that provisions of the indemnifying person is materially prejudiced by such failurelast sentence of SECTION 9.5. The indemnifying person shall, upon request from any indemnified person, promptly pay to such indemnified person in accordance with the other terms of this SECTION 9 the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have twenty (20) days after receipt of such notice the right to undertake, conduct and control, through counsel of its own choosingchoosing and at the sole expense of the indemnifying person, subject to the reasonable approval conduct and settlement of such action or suit (other than a settlement which requires or prohibits any action on the part of, or involves any admission by, the indemnified person, in which event the consent of such indemnified personperson shall be required, and at its own expense, the settlement or defense thereofbut shall not be unreasonably withheld), and the indemnified person shall cooperate with it the indemnifying person in connection therewithwith any such action or suit; provided, however, that (a) the indemnifying person shall permit the indemnified person may to participate in such conduct or settlement or defense through counsel chosen by such the indemnified person, provided that but the fees and expenses of such counsel shall be borne borne, after the indemnifying person has given notice that it elects to conduct and control such action or suit, by such the indemnified person. If person and (b) the indemnifying person shall assume agree promptly to reimburse to the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of extent required under this SECTION 9 the indemnified person from all liability with respect to such claim or (ii) if such settlement involves for the imposition of equitable remedies or the imposition full amount of any material obligations on Damages resulting from such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimaction or suit, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable except fees and expenses of which shall be reimbursed counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying person. If So long as the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofis contesting any such action or suit in good faith, the indemnified person shall have the right to contest, not pay or settle any such action or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsuit.

Third Party Claims. If a In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a third person that is not a party is made against an indemnified person hereunderhereto, and the Indemnitors may, upon notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitors jointly acknowledge in writing to the relevant Indemnitee the right of such claims setting forth such claims Indemnitee to indemnity pursuant hereto in reasonable detail, provided that failure respect of the entirety of such indemnified person claim and provide written evidence reasonably satisfactory to give prompt notice as provided herein shall not relieve such Indemnitee that such Indemnitors have the indemnifying person financial wherewithal to defend and pay such claim in full. If the Indemnitors assume the defense of any such claim or Proceeding, the Indemnitors shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of its obligations hereundersuch claim or Proceeding, except to shall take all steps necessary in the extent that defense or settlement thereof and shall at all times diligently and promptly pursue the indemnifying person is materially prejudiced by such failureresolution thereof. The indemnifying person If the Indemnitors shall have twenty (20) days after receipt assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnitors shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewithIndemnitee; provided, however, that the indemnified person may participate in Indemnitors shall have paid or caused to be paid all amounts arising out of such settlement or defense through counsel chosen by such indemnified personjudgment concurrently with the effectiveness thereof; provided further, provided that the fees and expenses Indemnitors shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to the conduct of such counsel Indemnitee's business; and provided further, that a condition to any such settlement shall be borne a complete release of such Indemnitee with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnitors in the defense of any claim or Proceeding being defended by such indemnified personthe Indemnitors pursuant to this Section 9.04. If the indemnifying person shall Indemnitors do not assume the defense of a claimany claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to Indemnitee may defend against such claim or (ii) if Proceeding in such settlement involves manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the imposition of equitable remedies or same to the imposition of any material obligations Indemnitors, on such indemnified person other than financial obligations for which terms as such indemnified party will be indemnified hereunderIndemnitee may deem appropriate. If the indemnifying person shall assume Indemnitors seek to question the defense manner in which such Indemnitee defended such claim or Proceeding or the amount of a claimor nature of any such settlement, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitors shall have the right burden to contest, settle prove by a preponderance of the evidence that such Indemnitee did not defend such claim or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementProceeding in a reasonably prudent manner.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunder, party and if such indemnified person party intends to seek indemnity with respect thereto under this ArticleSection 6.2, such indemnified person party shall promptly notify the indemnifying person General Partner and the Partnership in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person General Partner and the Partnership shall have twenty (20) 10 days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, choosing and at its own expense, the settlement or defense thereof, and the indemnified person party shall cooperate with it in connection therewith; provided. Notwithstanding the above, however, that the indemnified person party may participate in such settlement or defense through counsel chosen by such indemnified personparty, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claimparty, it shall not settle such claim without the prior written consent of the indemnified person, unless: (i) unless such settlement includes as an unconditional term thereof the giving employment of counsel by the claimant of a release of indemnified party has been authorized by the indemnified person from all liability with respect to such claim General PARTNER and the Partnership; or (ii) if the indemnified party shall have reasonably concluded that there may be a conflict of interest between the General Partner and the Partnership on the one hand and the indemnified party on the other in the conduct of the defense of such settlement involves action which would materially hinder the imposition ability of equitable remedies counsel to the General Partner and the Partnership to represent the indemnified party. The indemnified party shall not pay or settle any claim which the General Partner or the imposition of any material obligations on such indemnified person other than financial obligations for which such Partnership is contesting. Notwithstanding the foregoing, the indemnified party will be indemnified hereundershall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the General Partner and the Partnership. If the indemnifying person shall assume General Partner or the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person Partnership does not promptly notify the indemnified person party within thirty (30) 10 days after the receipt of the indemnified personparty's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person party shall have the right to contest, settle or compromise the claim at the expense of the General Partner and the Partnership, but shall not thereby waive any right to indemnity therefor pursuant to this AgreementAmendment.

Third Party Claims. If a claim 8.4.1 Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any action or the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all loyal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other than existing claims under this Article VIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Effective Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such proceeding as provided herein, the Indemnitee shall make available to Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor will promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to Article VIII hereof.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this Article XII relating to or arising out of Claims, actions or omissions by authorities, or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the "indemnitee") of notice of the commencement of any (a) tax audit or proceeding for the assessment of any Tax by any Taxing authority or any other proceeding likely to result in the imposition of a claim liability or obligation for Taxes or (b) any action or the assertion of any Claim, liability or obligation by an authority or a third party (whether by legal process or otherwise), against which Claim, liability or obligation a party under Sections 11.2 and/or 11.3 (hereinafter the "indemnitor") that is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor pursuant to this Article XII, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings and other written evidence thereof. The indemnifying person indemnitor shall have, in all instances the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have twenty the right to assume the defense of such action unless such action (20a) days may result in Orders, injunctions or other equitable remedies in respect of the indemnitee or its business; or (b) may result in liabilities which, taken with other then existing claims under this Article XII, would not be fully indemnified hereunder. The indemnitor shall have 10 days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume defense thereof. If the indemnitor does assume such defense, through counsel of its own choosingit will, within such 10 days, so notify the indemnitee. If the indemnitor does not assume such defense and so notify the indemnitee, or if the indemnitor is barred from assuming such defense pursuant to this Section 12.5, then the indemnitee shall assume such defense, subject to the reasonable approval participation of such indemnified personthe indemnitor, and at its own expense, the settlement or defense thereofas provided in this Section 12.5, and the indemnified person indemnitee's reasonable fees and expenses (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the indemnitor. In any case, the indemnitor and indemnitee shall cooperate with it and assist each other in such defense, and shall make available to the other all records, documents and information (written or otherwise) relevant to such defense. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obliga- tion or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by such indemnitee in connection therewithwith such obligation or liability, subject to this Article XII. Prior to paying any claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor or indemnitee shall have the authority to settle or compromise any Claim for which it has assumed or conducted the defense pursuant to this Section 12.5; provided, however, provided that the indemnified person may participate in an indemnitor shall not settle or compromise any such Claim if such settlement or defense through compromise would result in an Order, injunction or other equitable remedy in respect of the indemnitee or its business, or would result in liabilities which, taken together with other existing claims under this Article XII, would not be fully indemnified hereunder, in each case, without the prior written consent of the indemnitee, which consent will not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel chosen by such indemnified personin any case, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such action or claim or (iiy) if the indemnitor shall not have assumed the defense, or shall be barred from assuming the defense, of such settlement involves action or Claim pursuant to this Section 12.5, or (z) such indemnitee shall have reasonably concluded based upon the imposition legal advice of equitable remedies counsel that there may be defenses available to it which are contrary to, or inconsistent with, those available to the imposition indemnitor, in any of any material obligations on which events such indemnified person other fees and expenses of not more than financial obligations one additional counsel for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunderParty, and if such indemnified person Party intends to seek indemnity with respect thereto under this Articlehereunder, such the indemnified person Party shall promptly (and in any case within 30 days of such claim being made and within the period provided in Section 6.5, if applicable) notify the indemnifying person in writing Party of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failureclaim. The indemnifying person Party shall have twenty (20) 60 days after receipt of such notice to to, without reserving any rights, undertake, conduct and control, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, choosing and at its own expense, the settlement or defense thereof, and the indemnified person Party shall cooperate with it in connection therewith; provided, however, provided that (a) the indemnified person Party may take any action necessary to preserve any rights or defenses in connection with a claim prior to the indemnifying Party undertaking the defense thereof; (b) after undertaking the settlement or defense of a claim, the indemnifying Party shall permit the indemnified Party to participate in such settlement or defense through counsel chosen by such the indemnified personParty, provided that the fees and expenses of such counsel shall be borne by such the indemnified person. If Party and (c) the indemnifying person Party shall assume promptly reimburse the indemnified Party for the full amount of any Loss resulting from such claim and all related expenses incurred by the indemnified Party within the limits of this Article 6, including any expenses and attorney fees relating to the defense of a the claim prior to the indemnifying Party undertaking the settlement or defense thereof (except for expenses contemplated by clause (b) preceding); and (d) that any such settlement or defense by the Sellers shall be subject to approval by Buyer, which approval shall not be unreasonably withheld. So long as the indemnifying Party is reasonably contesting any such claim in good faith, the indemnified Party shall not pay or settle any such claim. Notwithstanding any of the foregoing, the indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect waive any right to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed indemnity therefor by the indemnifying personParty. If Subject to the limitations set forth in Section 6.5, if the indemnifying person Party does not notify the indemnified person Party within thirty (30) 60 days after the receipt of the indemnified personParty's notice of a claim of indemnity hereunder that it elects to undertake the settlement or defense thereof, the indemnified person Party shall have the right to contest, settle or compromise the claim in the exercise of its reasonable judgment (but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.with due regard for obtaining the most favorable outcome reasonably likely under the

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The Indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article 5, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Effective Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to this Agreementthe Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject in the case of any settlement that does not solely require the payment of money to the prior written approval of the indemnitee, which approval shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failurebe unreasonably withheld. The indemnifying person An indemnitee shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of employ its own choosingcounsel in any case, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)the indemnitor. Notwithstanding anything contained in this Article XI, in which case the indemnified person event that Xxxxxx Xxxxxxxx, LLP determines that, as a result of the provisions contained in this Article XI, it is unable to deliver the letter referred to in Section 7.6, the parties hereto shall promptly amend this Article XI in whatever manner necessary such that the provisions of this Article XI do not result in Xxxxxx Xxxxxxxx, LLP's inability to deliver the letter referred to in Section 7.6. The parties hereto acknowledge and agree that the remedies set forth in this Article XI shall be entitled the sole remedies available to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive such parties from any right to indemnity therefor pursuant to this Agreementclaims arising hereunder.

Third Party Claims. If any investigation, action or other proceeding (each a claim “Proceeding”) is initiated against any Seller Indemnitee by a any third party is made against an indemnified person hereunder, and if such indemnified person Seller Indemnitee intends to seek indemnity with respect thereto indemnification from the Seller (the “Indemnitor”), as applicable, under this Article on account of its involvement in such Proceeding, then such Seller Indemnitee will give prompt notice to the applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not affect such Indemnitor’s obligations under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person Indemnitor is materially prejudiced by such failurethereby. The indemnifying person shall have twenty (20) days after Upon receipt of such notice to undertakenotice, through counsel of its own choosing, subject to such Indemnitor may undertake and control the reasonable approval defense against such Proceeding if the Indemnitor admits that it has an indemnification obligation hereunder in which case such Indemnitor will diligently defend against such Proceeding on behalf of such indemnified personSeller Indemnitee using counsel reasonably acceptable to such Seller Indemnitee and will pay all costs, expenses, damages, judgments, awards, penalties and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it assessments incurred in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without With the prior written consent of the indemnified personSeller Indemnitee, (i) unless the Indemnitor may defend against such settlement includes Proceeding without admitting that it has an indemnification obligation hereunder, provided, in each case that if such Indemnitor fails or refuses to conduct such defense, then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Seller Indemnitee, as an unconditional term thereof the giving applicable, may participate in any Proceeding being defended against by the claimant of a release other at its own expense, and will not settle any Proceeding without the prior consent of the indemnified person from all liability with respect to such claim or (ii) other, which consent will not be unreasonably withheld; provided, that the consent of an Indemnitor is not required if such settlement involves Indemnitor failed or refused to defend the imposition of equitable remedies or Seller Indemnitee in the imposition Proceeding that is being settled. Such Indemnitor and Seller Indemnitee will cooperate with each other in the conduct of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementProceeding.

Third Party Claims. If a any legal proceedings are instituted or any claim is asserted by a any third party is made against an indemnified person with respect to which the Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party asserting such right to indemnity will give the party from whom indemnity is sought written notice thereof, including copies of any legal proceedings or documents associated therewith. A delay in giving notice will only relieve the recipient of liability to the extent the recipient suffers actual prejudice because of the delay. The party from whom indemnity is sought will have the right, at its option and if such indemnified person intends expense, to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify participate in the indemnifying person in writing defense of such claims setting forth a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control will (except as hereinafter provided) at all times rest with the party asserting such claims in reasonable detailright to indemnity, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderunless, except and to the extent that the indemnifying person proceeding or claim involves money damages and the party from whom indemnity is materially prejudiced by sought irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the party asserting such failure. The indemnifying person shall have twenty (20) days after receipt right to indemnity, in which case the party from whom indemnity is sought may assume the control of the monetary damage portion of such notice to undertake, defense through counsel of its own choosingchoice and at its expense, subject but the party asserting such right to indemnity will continue to have the reasonable approval right to be represented in the monetary aspect of such indemnified persondefense, and at its own expense, the settlement or defense thereofby counsel of its choice, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses all events will retain control of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a proceeding or claim to the extent that it involves other than monetary damages. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity, any settlement made by the party asserting such right to indemnity, and any judgment entered in the proceeding or claim will be deemed to have been consented to by, and will be binding on, the party from whom indemnity is sought as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or claim will not be extinguished. If the party from whom indemnity is sought does assume control of the defense of such a proceeding or claim, it shall not settle such claim will not, without the prior written consent of the indemnified personparty asserting such right to indemnity, (i) unless such settlement includes settle the proceeding or claim or consent to entry of any judgment relating thereto which does not include as an unconditional term thereof the giving by the claimant of a release of to the indemnified person from all liability with respect to party asserting such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant a release from all Liability in respect of the proceeding or claim and such settlement is solely for monetary damages. The parties hereto agree to this Agreementcooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding or claim, including reasonable and necessary access to documents and personnel.

Third Party Claims. If a claim by a third party is made ------------------ against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may -------- ------- participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of, or involving a claim or demand made by any Person against the indemnitee (a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article“Third-Party Claim”), such indemnified person shall promptly indemnitee must notify the indemnifying person party from whom indemnification hereunder is sought (the “indemnitor”) in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other Third-Party Claim no later than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the receipt amount or estimated amount of such claim, and shall identify the indemnified person's notice specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) constituting the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. {P02534_X101.HTM;8} If a claim of indemnity hereunder that it elects Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to undertake participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if (i) the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim and (ii) the Third-Party Claim does not seek to impose any liability, obligation or restriction upon the indemnitee other than for money damages, then, the indemnified person indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. If the indemnitor assumes such defense, the indemnitee shall have the right to contestparticipate in the defense thereof and to employ counsel, settle at its own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or compromise prosecution thereof. Such cooperation shall include, at the claim but expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor has assumed the defense of a Third-Party Claim, (i) the indemnitee shall not thereby waive admit any right liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld or delayed); (ii) the indemnitee shall agree to indemnity therefor pursuant any settlement, compromise or discharge of a Third-Party Claim which (a) the indemnitor recommends, (b) by its terms unconditionally releases the indemnitee from all liabilities and obligations in connection with such Third-Party Claim, and (c) is commercially reasonable; and (iii) the indemnitor shall not, without the written consent of the indemnitee, enter into any settlement, compromise or discharge or consent to this Agreementthe entry of any judgment which imposes any obligation or restriction upon the indemnitee.

Third Party Claims. If In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of or involving a claim or demand made by a any third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Articlethe indemnitee (a “Third-Party Claim”), such indemnified person shall promptly indemnitee must notify the indemnifying person party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than thirty (30) days after such claims setting forth such claims claim or demand is first asserted. Such notice shall state in reasonable detail, provided that failure detail the amount or estimated amount of such indemnified person claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give prompt notice as provided herein such notification shall not relieve affect the indemnifying person of any of its obligations indemnification provided hereunder, except and only to the extent that the indemnifying person is materially indemnitor shall have been actually prejudiced by as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. The indemnifying person indemnitor may elect to assume and control the defense of a Third-Party Claim with counsel selected by the indemnitor by providing written notice thereof to the indemnitee within sixty (60) days of the receipt of notice of such Third-Party Claim from the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have twenty (20) days after receipt of such notice the right to undertakeparticipate in the defense thereof and to employ counsel, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, separate from the settlement or defense thereofcounsel employed by the indemnitor, and it being understood that the indemnified person indemnitor shall cooperate with it in connection therewithcontrol such defense; provided, however, that the indemnified person may participate indemnitor will not be liable for any legal expenses subsequently incurred by the indemnitee in such settlement or connection with indemnitee’s participation in the defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified personThird-Party Claim. If the indemnifying person shall indemnitor does not assume the defense of any Third-Party Claim within such sixty (60) day period, the indemnitee may continue to defend such claim and the indemnitor may still participate in, but not control, the defense of such Third-Party Claim at the indemnitor’s sole cost and expense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a claim, it mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnitee (i) shall not settle admit any liability with respect to, or settle, compromise or discharge, such claim Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld or delayed); and (ii) shall agree to any settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms unconditionally releases, in customary form, the indemnitee from all liabilities and obligations in connection with such Third-Party Claim. The indemnitor shall not, without the written consent of the indemnified personindemnitee, (i) unless such settlement includes enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any obligation or restriction upon the indemnitee or does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementThird-Party Claim.

Third Party Claims. If a claim by a The Collateral Agent shall notify the Issuer promptly after the Collateral Agent's receipt of notice, or the Collateral Agent otherwise becoming aware, of any third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity claims with respect thereto to which indemnification may be sought under this ArticleSection 25; PROVIDED that, such indemnified person shall promptly the failure of the Collateral Agent so to notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein Issuer shall not relieve the indemnifying person Issuer of any liability (y) under any provision hereof or of any of its obligations hereunderthe other Transaction Documents otherwise than by reason of this Section 25, except or (z) to the Collateral Agent by reason of this Section 25 unless the Collateral Agent's failure to so notify the Issuer materially prejudices the Issuer's ability to contest the third party claim. In case any such action is brought against the Collateral Agent and it notifies the Issuer of the commencement thereof, the Issuer shall be entitled to participate therein and, to the extent that it may wish to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, with counsel reasonably satisfactory to the Collateral Agent, and after notice from the indemnified person shall cooperate with it Issuer to the Collateral Agent, of its election to assume the defense thereof, the Issuer will not be liable to the Collateral Agent under this Subsection (c) for any legal fees and expenses subsequently incurred by the Collateral Agent in connection therewith; provided, however, that with the indemnified person may defense thereof. The Collateral Agent shall have the right to employ separate counsel in any such action and to participate in such settlement or the defense through counsel chosen by such indemnified personthereof, provided that but the fees and expenses of such counsel shall be borne at the expense of the Collateral Agent unless (i) the employment of such has been specifically authorized in writing by such indemnified personthe Issuer or (ii) representation of both the Issuer and the Collateral Agent by the same counsel would be inappropriate due to actual or potential differing interests between them. If the indemnifying person shall assume the defense of a claim, it The Issuer shall not settle be liable for any settlement of any such claim action effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff in any such action with or without consent, the Issuer agrees to indemnify and hold harmless the Collateral Agent from and against any loss or liability by reason of such settlement or final judgment. The Issuer shall not, without the prior written consent of the indemnified personCollateral Agent, (i) effect any settlement of any pending or threatened proceeding in respect of which the Collateral Agent is or could have been a party and indemnity could have been sought hereunder by the Collateral Agent, unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person Collateral Agent from all liability with respect to liabilities and claims that are the subject matter of such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party proceeding. Any indemnification will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementpaid promptly upon demand therefor.

Third Party Claims. If a claim by a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty Within ten (2010) days after receipt by ------------------ a person entitled or claiming to be entitled to indemnification pursuant to this Article IX ("Indemnitee") of written notice of the commencement of any action or the assertion of any claim, liability or obligation by a third party, against which claim, liability or obligation a person is, or may be, required under this Article IX to indemnify Indemnitee ("Indemnitor"), Indemnitee will, if a claim thereon is to be made against Indemnitor, notify Indemnitor in writing of the commencement or assertion thereof (the "Claim Notice") and give Indemnitor a copy of such claim, process and all legal pleadings relating thereto. Indemnitor shall have the right to contest and conduct the defense of such action with counsel reasonably acceptable to Indemnitee by giving written notice to undertakeIndemnitee of its election to do so within ten (10) days of the receipt of the Claim Notice, through and Indemnitee may participate in such defense by counsel of its own choosing, subject to the reasonable approval of such indemnified person, and choosing at its own expense. If Indemnitee shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen amount plus all reasonable expenses incurred by such indemnified personIndemnitee in accordance with such obligation or liability (including, provided that without limitation, reasonable attorneys' fees (other than fees incurred by counsel to Indemnitee employed pursuant to the fees immediately preceding sentence) and expenses costs of such counsel investigations) shall be borne promptly paid by such indemnified personIndemnitor to Indemnitee, subject to reasonable documentation. If the indemnifying person shall assume the defense of a claim, it Indemnitee shall not settle such claim or compromise any claim, action or proceeding without the prior written consent of the indemnified personIndemnitor, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all which shall not be unreasonably withheld. Indemnitee shall use reasonable efforts to mitigate any damage, loss, cost, expense, liability or obligation with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person it shall be entitled to retain separate counsel, indemnification hereunder. Failure of Indemnitee to give the reasonable fees and expenses of which shall be reimbursed by Claim Notice to Indemnitor within the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity ten-day period required hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right affect Indemnitee's rights to indemnity therefor pursuant indemnification hereunder, except if (and then only to this Agreementthe extent that) Indemnitor incurs additional expenses or Indemnitor's defense of such claim is actually prejudiced by reason of such failure to give timely notice.

Third Party Claims. If a claim In case of any Claim, suit or proceeding by a third party is made against an indemnified person hereunderor by any government body, and if such indemnified person intends to seek indemnity or any legal, administrative or arbitration proceedings with respect thereto to which Indemnitor may have liability under this Articlethe indemnity agreement contained in either Section 9.1. or 9.2 as the case may be, such indemnified person Indemnitor shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailbe entitled to participate therein, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderand, except to the extent that desired by Indemnitor, to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, defense thereof at its own expense and through counsel of its own choosing, subject and after notice from Indemnitor to Indemnitee of the reasonable approval of such indemnified person, and at its own expense, election so to assume the settlement or defense thereof, and the indemnified person shall cooperate with it Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection therewith; providedwith the defense thereof, howeverother than reasonable costs of investigation, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall unless Indemnitor does not actually assume the defense thereof following notice of a claimsuch election. The parties will render each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, it shall Claim or proceeding. Indemnitee will not settle such claim make any settlement of any suit, Claim or proceeding which might give rise to liability of Indemnitor under the indemnity agreements contained in either Section 10.1 or 10.2 hereof as the case may be without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect, a bona fide compromise or settlement of any such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to consent to such compromise or settlement, then Indemnitor's liability under either Section 10.1 or 10.2 as the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability case may be with respect to such claim suit, Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person proceeding shall be borne by limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.

Third Party Claims. If In the event Acquiror becomes aware of a third-party claim which Acquiror in good faith believes may result in a claim against the Holdback Fund by a third party or on behalf of an Indemnified Person, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim. It is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent hereby clarified that the indemnifying person is materially prejudiced reasonable costs and expenses incurred by Acquiror in connection with such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertakedefense, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereofresolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the indemnified person shall cooperate with it in connection therewithIndemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder; provided, however, that, with respect to any third party claims for patent infringement asserted by non-practicing entities (NPEs), for which Acquiror asserts a claim against the Holdback Fund by or on behalf of an Indemnified Person in respect of an alleged breach of any representations, warranties, covenants and other agreements of Company and/or Parent (“NPE Claims”), unless a court of competent jurisdiction has determined, or the Stockholders’ Agent has otherwise agreed in writing, that an actual breach of any such representation, warranty, covenant or other agreement by Company and/or Parent has occurred, the indemnified person may participate in such costs and expenses attributable to the defense, settlement or defense through counsel chosen by resolution of any such indemnified person, provided that the fees and expenses of such counsel NPE Claims (“NPE Claim Costs”) shall be borne by such indemnified person. If included in the indemnifying person shall assume Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder only when, and solely to the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, extent that (i) unless such settlement includes as an unconditional term thereof in any individual case or controversy, the giving by NPE Claim Costs exceed $250,000 in the claimant of a release of aggregate (the indemnified person from all liability with respect to such claim “Individual NPE Claim Threshold”) or (ii) if the NPE Claim Costs of all such settlement involves NPE Claims exceeds $500,000 in the imposition aggregate (the “Aggregate NPE Claims Threshold”) irrespective of equitable remedies or the imposition whether NPE Claim Costs of any material obligations on individual NPE Claim exceed the Individual NPE Claim Threshold. Once the Individual NPE Claims Threshold is exceeded with respect to an individual case or controversy, all of such indemnified person other than financial obligations costs and expenses in excess of the Individual NPE Claims Threshold for such NPE Claim shall be included in the Indemnifiable Damages for which such indemnified party will be indemnified Acquiror may seek indemnification pursuant to a claim made hereunder. If Once the indemnifying person shall assume Aggregate NPE Claims Threshold is exceeded, all of such costs and expenses in excess of the defense of a claim, the fees of any separate counsel retained by the indemnified person Aggregate NPE Claims Threshold shall be borne by such indemnified person unless there exists a conflict between them as included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person made hereunder. The Stockholders’ Agent shall have the right to contestreceive copies of all pleadings, settle notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or compromise conduct, any defense of the third-party claim but or settlement negotiations with respect to the third-party claim. However, except with the consent of the Stockholders’ Agent, which such consent shall not thereby waive be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 15 days after a written request for such consent by Acquiror or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent to any right such settlement or resolution, no settlement or resolution by Acquiror of any claim that gives rise to a claim against the Holdback Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, neither the Stockholders’ Agent nor any Company Stockholder or Parent Member shall have any power or authority to object under Section 8.5 or any other provision of this ARTICLE 8 to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity therefor pursuant with respect to this Agreementsuch settlement or resolution.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of ---------- any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this ---------- Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person Indemnitor shall have twenty (20) days after receipt the right to participate in the defense of such notice to undertake, through action with counsel of its own choosing, subject reputable standing. The Indemnitor shall have the right to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other than existing Claims under this Article IX, ---------- would not be fully indemnified hereunder; (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (iv) is for an alleged amount of less than $25,000. The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonably necessary to defend such audit, assessment or other proceeding in a claimtimely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, it the Indemnitor shall not settle promptly reimburse the Indemnitee in an amount equal to the amount of such claim without payment plus all reasonable expenses (including legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this Article IX. No Indemnitor, in the prior written defense of any such Claim, ---------- shall, except with the consent of the indemnified personIndemnitee, (i) unless such consent to entry of any judgment or enter into any settlement includes which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves Claim. In the imposition of equitable remedies or event that the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume Indemnitor does not accept the defense of a claimany matter for which it is entitled to assume such defense as above provided, the fees of Indemnitee shall have the full right to defend against any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Claim, in which case the indemnified person and shall be entitled to retain separate counselsettle or agree to pay in full such claim or demand, in its sole discretion. With respect to any matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the reasonable fees and expenses of Indemnitee shall not enter into any settlement for which shall an indemnification claim will be reimbursed by made hereunder without the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt approval of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofIndemnitor, the indemnified person shall have the right to contest, settle or compromise the claim but shall which will not thereby waive any right to indemnity therefor pursuant to this Agreementbe unreasonably withheld.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this ARTICLE XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject in the case of any settlement that does not solely require the payment of money to the prior written approval of the indemnitee, which approval shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failurebe unreasonably withheld. The indemnifying person An indemnitee shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of employ its own choosingcounsel in any case, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this SECTION 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If 1. Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to Indemnifiable Claims asserted by third parties. Promptly after receipt by the party or parties seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion (whether by legal process or otherwise) of any Claim by an indemnitee against which Claim the other party or parties to this Agreement (hereinafter referred to as the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a third party Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person indemnitor shall have the right to contest, settle or compromise participate in the claim but defense of such action with counsel of reputable standing. The indemnitor shall not thereby waive any have the right to indemnity therefor pursuant assume the defense of such action unless (w) such action may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (x) such action may result in liabilities which, taken with other then existing Claims under this ARTICLE VII, would not be fully indemnified hereunder; (y) such action may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including, without limitation, an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee); or (z) there are defenses available to the indemnitee which are in conflict with those available to the indemnitor. The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including, without limitation, legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this AgreementARTICLE VII.

Third Party Claims. If any claim for indemnification by the party(ies) seeking indemnification ("Indemnitee") arises out of a third-party claim (i.e., out of a claim made by or an action of a third party person or entity other than Indemnitee), the party(ies) from whom Indemnitee seeks indemnification ("Indemnitor") may, by written notice to Indemnitee, undertake to conduct the defense thereof and to take all other steps or proceedings to defeat or compromise any such action or claim, including the employment of counsel reasonably satisfactory to Indemnitee; provided that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense or compromise of such actions and claims, and Indemnitee shall have the right to participate in such proceedings (at the sole cost and expense of Indemnitee), but control of such proceedings shall remain exclusively with Indemnitor. Indemnitee shall provide all reasonable cooperation to Indemnitor in connection with such proceedings. Counsel and auditor costs and expenses and court costs and fees of all proceedings with respect to any such action or claim shall be borne by Indemnitor. If any such claim is made against an indemnified person hereunderhereunder and Indemnitor does not elect to undertake the defense thereof by written notice to Indemnitee, then Indemnitee shall be entitled to control such proceedings and if such indemnified person intends shall be entitled to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except pursuant to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt terms of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified personthis Agreement. If the indemnifying person Indemnitor shall assume the defense of a such claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the indemnified person Indemnitee, satisfactory to the Indemnitee, from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If a claim Claim by a third party is made against an indemnified person Person hereunder, and if such indemnified person Person intends to seek indemnity with respect thereto under this Article, such indemnified person Person shall promptly notify the indemnifying person Person in writing of such claims Claims setting forth such claims Claims in reasonable detail, provided that failure of such indemnified person Person to give prompt notice as provided herein shall not relieve the indemnifying person Person of any of its obligations hereunder, except to the extent that the indemnifying person Person is materially prejudiced by such failure. The indemnifying person Person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified personPerson, and at its own expense, the settlement or defense thereof, and the indemnified person Person shall cooperate with it in connection therewith; providedPROVIDED, howeverHOWEVER, that the indemnified person Person may participate in such settlement or defense through counsel chosen by such indemnified personPerson, provided that the fees and expenses of such counsel shall be borne by such indemnified personPerson. If the indemnifying person Person shall assume the defense of a claimClaim, it shall not settle such claim Claim without the prior written consent of the indemnified personPerson, unless (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person Person from all liability Liability with respect to such claim Claim or (ii) if such settlement involves does not involve the imposition of equitable remedies or the imposition of any material obligations on such indemnified person Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person Person shall be borne by such indemnified person Person unless there exists a material conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying personPerson. If the indemnifying person Person does not notify the indemnified person Person within thirty twenty (3020) days after the receipt of the indemnified personPerson's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Person shall have the right to contest, settle or compromise the claim Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If a claim (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any Claim, or assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person Indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of such action with counsel of reputable standing. The Indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such audit, assessment or other proceeding in a claimtimely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, it the Indemnitor shall not settle promptly reimburse the Indemnitee in an amount equal to the amount of such claim without payment plus all reasonable expenses (including legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this Article XII. No Indemnitor, in the prior written defense of any such Claim, shall, except with the consent of the indemnified personIndemnitee, (i) unless such consent to entry of any judgment or enter into any settlement includes which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves Claim. In the imposition of equitable remedies or event that the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume Indemnitor does not accept the defense of a claimany matter for which it is entitled to assume such defense as provided above, the fees of Indemnitee shall have the full right to defend against any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Claim, in which case the indemnified person and shall be entitled to retain separate counselsettle or agree to pay in full such claim or demand, in its sole discretion. The Indemnitee shall not enter into any settlement for which an indemnification claim will be made hereunder without the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt approval of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofIndemnitor, the indemnified person shall have the right to contest, settle or compromise the claim but shall which will not thereby waive any right to indemnity therefor pursuant to this Agreementbe unreasonably withheld.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject in the case of any settlement that does not solely require the payment of money to the prior written approval of the indemnitee, which approval shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failurebe unreasonably withheld. The indemnifying person An indemnitee shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of employ its own choosingcounsel in any case, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If Within ten (10) business days after receipt by a claim person entitled or claiming to be entitled to indemnification pursuant to this Article VIII (each an, “Indemnitee”) of written notice of the commencement of any action or the assertion of any claim, liability or obligation by a third party party, against which claim, liability or obligation a person is, or may be, required under this Article VIII to indemnify Indemnitee (“Indemnitor”), Indemnitee will, if a claim thereon is to be made against an indemnified person hereunderIndemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof (the “Claim Notice”) and give Indemnitor a copy of such indemnified person claim, process and all legal pleadings relating thereto. Indemnitor shall have the right to give prompt contest and conduct the defense of such action with counsel reasonably acceptable to Indemnitee by giving written notice as provided herein shall not relieve the indemnifying person of any to Indemnitee of its obligations hereunder, except election to do so within ten (10) business days of the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of the Claim Notice, and Indemnitee may participate in such notice to undertake, through defense by counsel of its own choosing, subject to the reasonable approval of such indemnified person, and choosing at its own expense. If Indemnitee shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen amount plus all reasonable expenses incurred by such indemnified personIndemnitee in accordance with such obligation or liability (including, provided that without limitation, reasonable attorneys' fees (other than fees incurred by counsel to Indemnitee employed pursuant to the fees immediately preceding sentence) and expenses costs of such counsel investigation) shall be borne promptly paid by such indemnified personIndemnitor to Indemnitee, subject to reasonable documentation. If the indemnifying person shall assume the defense of a claim, it Indemnitee shall not settle such claim or compromise any claim, action or proceeding without the prior written consent of Indemnitor, which shall not be unreasonably withheld. Failure of Indemnitee to give the indemnified personClaim Notice to Indemnitor within the ten (10) business-day period required hereunder shall not affect Indemnitee's rights to indemnification hereunder, (i) unless such settlement includes as an unconditional term thereof except and only to the giving by the claimant extent that Indemnitor incurs additional expenses or Indemnitor's defense of a release of the indemnified person from all liability with respect to such claim or (ii) if is actually prejudiced by reason of such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as failure to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementgive timely notice.

Third Party Claims. If a claim (a) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation another party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly immediately notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person Claim or process and all legal pleadings. The Indemnitee’s failure to give prompt timely notice as provided herein required by this Section 9.5(a) shall not relieve serve to eliminate or limit the indemnifying person Indemnitor’s obligation to indemnify the Indemnitee unless such failure prejudices the rights of any of its obligations hereunderthe Indemnitor, except and then only to the extent that of such prejudice. Moreover, the indemnifying person is materially prejudiced by such failureIndemnitee shall have the right to take any actions or steps reasonably necessary to avoid the occurrence of any prejudice to the rights of the Indemnitee. The indemnifying person Indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of such action with counsel of reputable standing unless with respect to such action (A) injunctive or equitable remedies have been sought therein in respect of the Indemnitee or its business or (B) such action is for an alleged amount of less than Five Thousand Dollars ($5,000); provided, that the Indemnitee and counsel to the Indemnitee shall have the right to participate in the defense of any and all Claims pursuant to the provisions of Section 9.5(b) hereof. The Indemnitor and the Indemnitee shall reasonably cooperate in the defense of such Claims. If the Indemnitee shall be required by judgment or a claimsettlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, it the Indemnitor shall not settle immediately pay such claim without amount to the prior written Indemnitee in order to enable the Indemnitee to make such payment, and otherwise shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment, in either case, plus all reasonable out-of-pocket expenses (including legal fees and expenses) incurred by such Indemnitee at the specific request of the Indemnitor, as provided above, or as otherwise authorized by Section 9.5(b) hereof, in connection with such obligation or liability subject to this Section IX. No Indemnitor, in the defense of any such Claim, shall, except with the consent of the indemnified personIndemnitee, (i) unless such consent to entry of any judgment or enter into any settlement includes which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves Claim. In the imposition of equitable remedies or event that the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume Indemnitor does not accept the defense of a claimany matter for which it is entitled to assume such defense as provided in this Section 9.5(a), the fees of Indemnitee shall have the full right to defend against any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person Claim and shall be entitled to retain separate counselsettle or agree to pay in full such Claim in its sole discretion. With respect to any matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this Section 9.5(a), the reasonable fees and expenses Indemnitee shall not enter into any settlement for which an indemnification Claim will be made hereunder without the approval of the Indemnitor, which shall not be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementunreasonably withheld.

Third Party Claims. If (i) Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party claims. Within ten days after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) tax audit or proceeding for the assessment of tax by any taxing authority or any other proceeding which may result in the imposition of a claim tax liability or obligation or (b) any action or the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, process and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewithall legal pleadings; provided, however, that the indemnified person may failure to give such notice shall not impair the right to indemnification to the extent such failure has not prejudiced the Indemnitor. The Indemnitor shall have the right to participate in such settlement or the defense through counsel chosen by such indemnified person, provided that the fees and expenses of such action with counsel of reputable standing. The Indemnitor shall be borne by such indemnified person. If have the indemnifying person shall right to assume the defense of such action unless such action (i) may likely result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing claims under this Article VIII, would not be fully indemnified hereunder; or (iii) may likely have a substantial adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (vi) is for an alleged amount of less than $5,000. The Indemnitor and the Indemnitee shall cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this Article VIII. No Indemnitor, in the defense of any such claim, it shall not settle such claim without shall, except with the prior written consent of the indemnified personIndemnitee, (i) unless such consent to entry of any judgment or enter into any settlement includes which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves claim. In the imposition of equitable remedies or event that the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume Indemnitor does not accept the defense of a any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person and shall be entitled to retain separate counselsettle or agree to pay in full such claim or demand, in its sole discretion. With respect to any matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the reasonable fees and expenses of Indemnitee shall not enter into any settlement for which shall an indemnification claim will be reimbursed by made hereunder without the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt approval of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofIndemnitor, the indemnified person shall have the right to contest, settle or compromise the claim but shall which will not thereby waive any right to indemnity therefor pursuant to this Agreementbe unreasonably withheld.

Third Party Claims. If In order for a party (the "indemnitee") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a third party is made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto under this Article"Third-Party Claim"), such indemnified person shall promptly indemnitee must notify the indemnifying person party from whom indemnification hereunder is sought (the "indemnitor") in writing of such claims setting forth such claims in reasonable detailthe Third-Party Claim, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after such claim or demand is first asserted or the receipt indemnitee receives notice that such claim or demand is reasonably likely to be asserted. Such notice shall state in reasonable detail (to the extent known) the stated amount or stated estimated amount of such claim, and shall identify the indemnified person's specific basis (or bases) for such claim, including the representations, warranties or covenants alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure (except that the indemnitor shall not be liable for any expenses incurred during the period in which the indemnitee failed to give such notice on a timely basis). Thereafter, the indemnitee shall deliver to the indemnitor without undue delay copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim. If a claim of indemnity hereunder that it elects Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to undertake participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if the indemnitor irrevocably and unconditionally admits to the indemnitee in writing its obligation to indemnify the indemnitee therefor, the indemnified person indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor and reasonably satisfactory to the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to contestparticipate in the defense thereof and to employ counsel, settle at its own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified parties shall cooperate with the indemnitor in the defense or compromise prosecution thereof. Such cooperation shall include, at the claim but expense of the indemnitor, the retention and (upon the indemnitor's request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor shall have assumed the defense of a Third-Party Claim, the indemnitee shall not thereby waive admit any right liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnitor's prior written consent (which consent shall not be unreasonably withheld). If the indemnitor shall have assumed the defense of a Third-Party Claim, (i) the indemnitee shall agree to indemnity therefor pursuant any settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms obligates the indemnitor to this Agreementpay the full amount of the liability in connection with such Third-Party Claim, and releases the indemnitee completely from any liability in connection with such Third-Party Claim, provided there is no direct financial impact on the indemnitee or its affiliates therefrom following such agreement and (ii) the indemnitor shall not, without the written consent of the indemnitee, enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any obligation or restriction upon the indemnitee of an injunctive or other equitable nature.

Third Party Claims. If a claim Promptly after the assertion by a any third party is made of any claim against any Indemnitee that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Damages for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the Indemnitor from whom such indemnification could be sought an indemnified person hereunderDamages Certificate with respect to such claim, and if such indemnified person intends to seek indemnity with respect thereto under this ArticleIndemnitor may, at its option, assume and control the defense (including any settlement thereof) of the Indemnitee against such indemnified person claim. Any Indemnitee shall promptly notify receive notice of the indemnifying person in writing status, any current developments and management of the claims, and prior written notice of any proposed settlement or conclusion of such claims setting forth such claims in reasonable detailclaim, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person and shall have twenty (20) days after receipt of the right to employ separate counsel in any such notice action or claim and to undertake, through counsel of its own choosing, subject to participate in the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall not be borne an expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such indemnified person. If claim as provided in the indemnifying person shall preceding sentence, to assume the defense of a such claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) the employment of such counsel has been specifically authorized by the Indemnitor. If there is a final judgment against an Indemnitee under this Agreement in any such action, or if such there is a settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which action effected with the consent of such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimIndemnitor, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Indemnitor shall, subject, in which the case of claims for indemnification against the indemnified person shall be entitled Seller, to retain separate counselthe provisions of SECTION 9.1, and, in the reasonable fees case of claims for indemnification against Buyer, to the provisions of SECTION 9.2, indemnify and expenses hold harmless each Indemnitee from and against any Damages by reason of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle such judgment or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in an amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by such failureindemnitee in connection with such obligation or liability subject to this Article XI. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe indemnitee, and at which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)indemnitor, in any of which case the indemnified person shall be entitled to retain separate counsel, the events such reasonable fees and expenses of which not more than one additional counsel for the indemnified parties shall be reimbursed borne by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third third-party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the Indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the Indemnitee in any amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such failureIndemnitee in connection with such obligation or liability subject to this Article XI. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe other, and at which approval shall not be unreasonably withheld. An Indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the Indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume have employed counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees indemnitor. Any and expenses of which shall be reimbursed all Claims made by the indemnifying person. If Purchaser against the indemnifying person does Seller for indemnification under this Article XI may be, but are not notify required to be, settled by payment from the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementEscrow Account.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to assume the defense of such action with counsel of reputable standing unless such action: (i) is likely to result in injunctions or other equitable remedies in respect of the indemnitee or its business; or (ii) is likely to result in liabilities which, taken with other than existing Claims under this Article XI, would not be fully indemnified person to give prompt notice hereunder. The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of its obligations such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection with such obligation or liability subject to this Article XI. Upon an indemnitor making payment hereunder, except the indemnitor shall be subrogated to the extent that rights of the indemnifying person is materially prejudiced by such failureindemnitee. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of the claim and an opportunity to defend against or settle same as set forth herein and must first receive the written approval of the terms and conditions of any settlement from the indemnitor prior to settling any claims. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against the indemnitee, subject to the reasonable prior written approval of such indemnified personthe indemnitee, which approval shall not be unreasonably withheld and may not be withheld at all if the settlement includes the complete release of the indemnitee. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it or (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified personhave employed, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person or is prohibited under this Section 11.4 from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume employing, counsel in the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle action or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementClaim.

Third Party Claims. If a the Indemnity Claim arises from the claim by or demand of a third party is made against party, the Indemnitor shall have the right to defend any such Indemnity Claim. If an indemnified person hereunderIndemnitor elects to defend any such Indemnity Claim, it shall pay its expenses in connection therewith and if shall pay any judgment, damage or other liability arising from such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify Indemnity Claim or the indemnifying person in writing settlement thereof. If the Indemnitor has assumed the defense of such claims setting forth such claims in reasonable detailIndemnity Claim, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitee shall have twenty (20) days after receipt of such notice the right, but not the obligation, to undertake, through participate in or monitor the defense thereof by counsel of its own choosing. The Indemnitor shall not agree to a compromise or settlement of any such Indemnity Claim, subject or in the defense thereof in the defense of any such Indemnity Claim consent to the reasonable approval entry of such indemnified personany judgment against or affecting the Indemnitee without the written consent of the Indemnitee, and at its own expenseor enter into any settlement, without the settlement or defense thereof, and written consent of the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified personIndemnitee. If the indemnifying person Indemnitor shall not timely notify the Indemnitee of its election to defend any Indemnity Claim (and, in the case of litigated Indemnity Claims, actually assume the defense of a claimsuch Indemnity Claim), the Indemnitee may defend against such Indemnity Claim in such manner as it may deem appropriate, and if the Indemnitee shall desire to settle such Indemnity Claim, it shall not give the Indemnitor prior written notice of the proposed settlement. Within ten (10) days following receipt by the Indemnitor of such written notice, the Indemnitor shall either (i) consent to such settlement, in which event the Indemnitee may settle such claim without on the prior written terms consented to by the Indemnitor and the amount of such settlement and all reasonable and proper expenses of settling such Indemnity Claim shall thereupon be chargeable to and payable by the Indemnitor, or (ii) assume the defense of such Indemnity Claim. If the Indemnitor shall refuse to consent to settlement and shall refuse or be unable to assume the defense of such Indemnity Claim, the Indemnitee may settle such claim in the amount of the indemnified person, (i) unless proposed settlement and all reasonable and proper expenses of settling such settlement includes as an unconditional term thereof the giving Indemnity Claim shall thereupon be chargeable to and payable by the claimant Indemnitor. If no settlement of a release such Indemnity Claim is made, the Indemnitor shall be chargeable for the amount of the indemnified person from all liability any judgment rendered with respect to such claim Indemnity Claim and for all expenses, legal or (ii) if such settlement involves otherwise, incurred by the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume Indemnitee in the defense of a claim, the fees of any separate counsel retained such Indemnity Claim and shall pay such amounts immediately upon demand by the indemnified person Indemnitee. The Indemnitor and the Indemnitee shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (cooperate in reasonable requests for documents, testimony and other than one that is forms of a monetary nature), assistance in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive connection with any right to indemnity therefor Indemnity Claim pursuant to this Agreementsubsection 11.2(b). Reimbursement to the Indemnitee of any expenses and other amounts due the Indemnitee shall be made by the Indemnitor from time to time as such expenses and amounts are incurred by the Indemnitee.

Third Party Claims. If a claim An Indemnified Party shall give any Indemnitor prompt written notice of the institution by a third party is made against an indemnified person hereunderof any actions, and suits or other administrative or judicial proceedings if such indemnified person intends the Indemnified Party would be entitled to seek indemnity with respect thereto claim indemnification under this ArticleArticle IX in connection with any such action, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailsuit or other proceeding. The Indemnitor shall, provided that failure it gives notice within ten (10) business days of receipt of notice from the Indemnified Party, have the option of assuming the defense of such indemnified action with counsel reasonably satisfactory to such Indemnified Party (and such costs of defense shall be included in Damages with respect to such claim). In this regard, Gersten Savage LLP shall be deemed reasonably satisfactory to such Ixxxxxxxied Party. The Indemnified Party shall be entitled to participate in any such defense with separate counsel at its own expense; provided, however, that if, in the reasonable opinion of counsel to the Indemnified Party, a non-waivable conflict exists between the Indemnified Party and the Indemnitor that would make the failure to have such separate representation either unethical or illegal, the reasonable cost of such separate representation shall be paid by the Indemnitor. If an Indemnitor assumes the defense of such an action, (x) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnified Party's consent (which shall not be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any person and no effect on any such claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor and (y) the Indemnitor shall have no liability with respect to any compromise or settlement thereof effected by the Indemnified Party that would involve a payment by the Indemnitor of Damages without its consent (which shall not be unreasonably withheld, conditioned or delayed). If notice is given to an Indemnitor of the commencement of any Action pursuant hereto and it does not, within ten (10) business days after the Indemnitor's notice is received, give notice to the Indemnified Party of its election to assume the defense, the Indemnitor shall be bound by any determination made in such action or any commercially reasonable compromise or settlement thereof effected by the Indemnified Party. Any failure to give prompt notice as provided herein under this Section 9.4 shall not relieve the indemnifying person of any of its obligations hereunderbar an Indemnified Party's right to claim indemnification under this Article IX, except to the extent that the indemnifying person is materially prejudiced an Indemnitor shall have been harmed by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject Notwithstanding anything to the reasonable approval of such indemnified personcontrary set forth in this Section 9.4, in the event that the third party claim is covered by insurance and at its own expensethe insurance policy provides for procedures other than those set forth herein as a condition to coverage, the settlement or defense thereof, and procedures set forth in the indemnified person insurance policy shall cooperate supersede those set forth herein to the extent that they are inconsistent with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementthose set forth herein.

Third Party Claims. If a claim by a In the event of any third party is made claim, deficiency or demand asserted or any action commenced or notice given of any audit, administrative or other proceeding against an indemnified person hereunderIndemnitee (a "Claim"), and if such indemnified person intends as to seek indemnity with respect thereto under this Articlewhich indemnification may be sought from an Indemnitor, such indemnified person the Indemnitee shall promptly notify deliver a Claim Notice to the indemnifying person in writing of such claims setting forth such claims in reasonable detailIndemnitor; provided, provided however, that the failure of such indemnified person by the Indemnitee to give such prompt notice as provided herein shall not relieve release the indemnifying person of any Indemnitor of its indemnification obligations hereunder, except to the extent that such failure prejudices the indemnifying person is materially prejudiced by such failureIndemnitor. The indemnifying person Indemnitor shall have twenty be entitled to assume the defense of any Claim, with counsel reasonably satisfactory to the Indemnitee, if the Indemnitor shall agree in writing within fifteen (2015) days after receipt of such notice Claim Notice that it is required, pursuant to undertakethis Article 7, through counsel of its own choosing, subject to indemnify the reasonable approval Indemnitee for the full amount of such indemnified person, and at its own expenseClaim (the "Claim Acknowledgement Procedure"). If the Indemnitor assumes the defense of any Claim, the settlement or defense thereofIndemnitee shall cooperate with the Indemnitor in connection therewith, and the indemnified person Indemnitee shall cooperate be kept informed with it in connection therewith; providedrespect to, howeverand shall have the right to participate in, that the indemnified person may participate in such contest, defense, settlement or defense through counsel chosen by compromise of any such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified personClaim. If the indemnifying person shall Indemnitor does not assume the defense of any such Claim, does not comply with the Claim Acknowledgement Procedure, fails in the reasonable judgment of the Indemnitee to conduct such defense in a claimsatisfactory manner, it or fails to engage counsel reasonably satisfactory to the Indemnitee, the Indemnitee shall be entitled to conduct the defense of such Claim at the Indemnitor's expense. In any case, the Indemnitor may not settle or compromise any such claim Claim without the prior written consent of each Indemnitee, which in the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant case of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a solely involving monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but damages shall not thereby waive any right to indemnity therefor pursuant to this Agreementbe unreasonably withheld.

Third Party Claims. If any investigation, action or other proceeding (each a claim “Proceeding”) is initiated against any Seller Indemnitee by a any third party is made against an indemnified person hereunder, and if such indemnified person Seller Indemnitee intends to seek indemnity with respect thereto indemnification from the Sellers (each an “Indemnitor”), as applicable, under this Article on account of its involvement in such Proceeding, then such Indemnitee will give prompt notice to the applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not affect such Indemnitor’s obligations under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person Indemnitor is materially prejudiced by such failurethereby. The indemnifying person shall have twenty (20) days after Upon receipt of such notice to undertakenotice, through counsel of its own choosing, subject to such Indemnitor may undertake and control the reasonable approval defense against such Proceeding if the Indemnitor admits that it has an indemnification obligation hereunder in which case such Indemnitor will diligently defend against such Proceeding on behalf of such indemnified personSeller Indemnitee using counsel reasonably acceptable to such Seller Indemnitee and will pay all costs, expenses, damages, judgments, awards, penalties and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it assessments incurred in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without With the prior written consent of the indemnified personSeller Indemnitee, (i) unless the Indemnitor may defend against such settlement includes Proceeding without admitting that it has an indemnification obligation hereunder, provided, in each case that if such Indemnitor fails or refuses to conduct such defense, then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Seller Indemnitee, as an unconditional term thereof the giving applicable, may participate in any Proceeding being defended against by the claimant of a release other at its own expense, and will not settle any Proceeding without the prior consent of the indemnified person from all liability with respect to such claim or (ii) other, which consent will not be unreasonably withheld; provided, that the consent of an Indemnitor is not required if such settlement involves Indemnitor failed or refused to defend the imposition of equitable remedies or Seller Indemnitee in the imposition Proceeding that is being settled. Such Indemnitor and Seller Indemnitee will cooperate with each other in the conduct of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementProceeding.

Third Party Claims. If a claim In case of any Claim or suit by a third party is made against an indemnified person hereunderor by any government body, and if such indemnified person intends to seek indemnity or any legal, administrative or arbitration proceedings with respect thereto to which Indemnitor may have liability under the indemnity agreement contained in this ArticleSection 12, such indemnified person Indemnitor shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailbe entitled to participate therein, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderand, except to the extent that desired by Indemnitor, to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and after notice from Indemnitor to Indemnitee of the indemnified person shall cooperate with it election so to assume the defense thereof. Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection therewith; providedwith the defense thereof, howeverother than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election or the Indemnitee shall have reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the indemnified person may participate right to direct the defense of such action on behalf of the Indemnitee), in any of which events such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by Indemnitor. The parties will render each other such indemnified person. If the indemnifying person shall assume the assistance as may reasonably be required of each other in order to insure proper and adequate defense of a claimany such suit, it shall Claim or proceeding. Indemnitee will not settle such claim make any settlement of any Claim which might give rise to liability of Idemnitor under the indemnity agreements contained in this Article 12 without the prior written consent of the indemnified personIndemnitor, (i) unless which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect a bona fide compromise or settlement of any such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to consent to such compromise or settlement, then Indemnitor's liability under this Section 12 with respect to such claim suit, Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person proceeding shall be borne by limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third third-party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article 11, would not be fully indemnified person to give prompt notice hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein herein, the indemnitee shall not relieve make available to the indemnifying person indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any of its obligations hereunderobligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, except the indemnitor shall promptly reimburse the indemnitee in any amount equal to the extent that the indemnifying person is materially prejudiced amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such failureindemnitee in connection with such obligation or liability subject to this Article 11. The indemnifying person Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have twenty (20) days after receipt of such notice the right to undertake, through counsel of its own choosingsettle any Claim against it, subject to the reasonable prior written approval of such indemnified personthe other, and at which approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own expensecounsel in any case, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claimsuch action or Claim, it (b) the indemnitor shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume have employed counsel in the defense of a claimsuch action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of any separate not more than one additional counsel retained by for the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as the indemnitor. Any and all Claims made by Purchaser against Seller for indemnification under this Article 11 may be, but are not required to their respective legal defenses (other than one that is of a monetary nature)be, in which case settled by payment from the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementEscrow Account.

Third Party Claims. If a any legal proceedings are instituted or any claim is asserted by a any third party is made against an indemnified person in respect of which the Seller Indemnified Parties on the one hand, or the Purchaser Indemnified Parties on the other hand, may be entitled to indemnity hereunder, and if the party asserting such indemnified person intends right to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify give the indemnifying person party from whom indemnity is sought written notice thereof. A delay in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt giving notice as provided herein shall not only relieve the indemnifying person recipient of any of its obligations hereunder, except Liability to the extent that the indemnifying person is materially prejudiced by such failurerecipient suffers actual prejudice because of the delay. The indemnifying person party from whom indemnity is sought shall have twenty (20) days after receipt the right, at its option and expense, to participate in the defense of such notice a proceeding or claim, but not to undertakecontrol the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the proceeding or claim involves only money damages (not an injunction or other equitable relief) and unless the party from whom indemnity is sought: (a) irrevocably acknowledges in writing complete responsibility for the claim and agrees to indemnify the party asserting such right to indemnity, and (b) furnishes satisfactory evidence of the financial ability to indemnify the party asserting such right to indemnity, in which case the party from whom indemnity is sought may assume such control through counsel of its own choosingchoice and at its expense, subject but the party asserting such right to indemnity shall continue to have the reasonable approval of such indemnified personright to be represented, and at its own expense, by counsel of its choice in connection with the defense of such a proceeding or claim. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity shall be vigorously pursued, and any settlement or resolution of the proceeding or claim by the party asserting such right to indemnity shall be subject to the prior consent of the party from whom indemnity is sought. Any settlement or resolution by the party asserting such right to indemnity made in accordance with the terms hereof and any judgment entered in the proceeding or claim shall be binding on the party from whom indemnity is sought as fully as though it alone had assumed the defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, except that the indemnified person may participate in such settlement right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel claim shall not be borne by such indemnified personextinguished. If the indemnifying person shall party from whom indemnity is sought does assume control of the defense of such a proceeding or claim, it shall not settle such claim will not, without the prior written consent of the indemnified personparty asserting such right to indemnity, (i) unless such settlement includes which consent shall not be unreasonably withheld, settle the proceeding or claim or consent to entry of any judgment relating thereto which does not include, as an unconditional term thereof thereof, the giving by the claimant of to the party asserting such right to indemnity a release from all Liability in respect of the indemnified person from all liability proceeding or claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding or claim. The Seller Indemnified Parties and the Purchaser Indemnified Parties agree to take reasonable action to mitigate any Liabilities, expense, or damages with respect to such any claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnification.

Third Party Claims. If a claim by a third any action, suit, investigation or proceeding shall be threatened or commenced in respect of which the party to be indemnified under either Section 8.1 or 8.2 ("Indemnitee") may demand indemnification under Section 8.1 or 8.2 herein, Indemnitee shall notify the party who is made against an indemnified person hereunderobligated to indemnify ("Indemnitor") to that effect with reasonable promptness after the commencement of that action, suit, proceeding or investigation, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitor shall have twenty (20) days after receipt of the opportunity to defend against such notice to undertakeaction, through counsel of its own choosingsuit, proceeding or investigation, subject to the limitations set forth below. If Indemnitor elects to defend against any action, suit, proceeding or investigation, Indemnitor shall notify Indemnitee to that effect with reasonable approval of such indemnified person, and at promptness. Indemnitee shall have the right to employ its own expense, the settlement or defense thereof, counsel and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in the defense of any such settlement or defense through counsel chosen by such indemnified personcase, provided that but the fees and expenses of counsel shall be at the expense of Indemnitee unless (i) the employment of such counsel at the expense of Indemnitor shall have been authorized in writing by Indemnitor in connection with the defense of the action, suit, proceeding or investigation or (ii) Indemnitor shall have decided not to defend against the action, suit, proceeding or investigation, in either of these cases Indemnitor shall not have the right to direct the defense of the action, suit, proceeding or investigation on behalf of Indemnitee and the fees and expenses relating to such action, suit, proceeding or investigation shall be borne by such indemnified personIndemnitor. If Any party granted the indemnifying person shall assume right to direct the defense of a claim, it claim pursuant to this Article 8 shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof keep the giving by the claimant of a release other fully informed of the indemnified person from action, suit, proceeding or investigation at all liability with respect to such claim stages thereof whether or not represented and (ii) if such settlement involves promptly submit to the imposition other copies of equitable remedies all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the action, suit, proceeding or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementinvestigation.

Third Party Claims. If A party entitled to indemnification hereunder shall herein be referred to as an "INDEMNITEE." A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an "INDEMNITOR." Within ten business days after an Indemnitee receives notice of any third party claim or the commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim by for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a third party claim in respect thereof is to be made against an indemnified person hereunder, and if such indemnified person intends to seek indemnity with respect thereto Indemnitor under this ArticleSection 7, notify such indemnified person shall promptly notify the indemnifying person Indemnitor in writing in reasonable detail of such claims setting forth claim or action and include with such claims in reasonable detail, provided that failure notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failurethird party. The indemnifying person shall have twenty (20) days after Upon receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expensenotice, the settlement or defense thereof, and the indemnified person Indemnitor shall cooperate with it in connection therewith; provided, however, that the indemnified person may 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 the Indemnitee has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. After notice to the Indemnitee of the Indemnitor's election to assume the defense through of such claim or action, the Indemnitor shall not be liable to the Indemnitee under this 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 employ counsel chosen to represent it if either (x) such claim or action involves remedies other than monetary damages and such remedies, in the Indemnitee's reasonable judgment, could have a Material Adverse Effect or a material adverse effect on such Indemnitee or (y) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, and in any such indemnified person, provided that event the fees and expenses of such separate counsel shall be borne paid by such indemnified personthe Indemnitee. If the indemnifying person shall Indemnitor does not elect to assume the defense of a claim, it shall not settle such claim without the prior written consent or action within 45 days of the indemnified personIndemnitee's delivery to notice of such a claim or action, the Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (ior settlement tantamount thereto) unless such settlement includes as an unconditional term thereof that the giving by Indemnitor is not liable to the claimant of a release of Indemnitee under this Section 7, the indemnified person from all liability Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such claim or (ii) if action without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The parties hereto agree to render to each other such settlement involves assistance as may reasonably be requested in order to insure the imposition of equitable remedies or the imposition proper and adequate defense of any material obligations such claim or action, including making employees available on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees mutually convenient basis to provide additional information and explanation of any separate counsel retained by the indemnified person relevant materials or to testify at any proceedings relating to such claim or action. This Section 7.2.3 shall be borne by such indemnified person unless there exists a conflict between them as not apply with respect to their respective legal defenses (other than one that is of a monetary nature)Tax matters, in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed governed solely by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this AgreementSection 7.3.

Third Party Claims. If any claim for indemnification and hold harmless by Indemnitee arises out of a claim by a third party is made against an indemnified person hereunderother than Indemnitee, Indemnitor may, by written notice to Indemnitee, undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend Indemnitee and take all other steps or proceedings to settle or defeat any such claims or to employ counsel to contest any such claims; provided that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense of such claims, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person Indemnitee shall have twenty (20) days after receipt of such notice the right to undertakeparticipate, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the in such defense, but control of such litigation and settlement or defense thereof, and the indemnified person shall cooperate remain exclusively with it Indemnitor. Indemnitee shall provide all reasonable cooperation in connection therewith; providedwith any such defense by Indemnitor. Counsel, howeverfiling fees, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the court fees and other costs or expenses of all proceedings, contests or lawsuits with respect to any such counsel claim or asserted liability shall be borne by such indemnified personIndemnitor. If the indemnifying person shall assume any such claims is made hereunder and Indemnitor does not elect to undertake the defense of a claimthereof by written notice to Indemnitee, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person Indemnitee shall be entitled to retain separate counsel, the reasonable fees control such litigation and expenses of which settlement and shall be reimbursed entitled to indemnity with respect thereto pursuant to the terms of this Article XI. To the extent that Indemnitor undertakes the defense of such claim by written notice to Indemnitee and diligently pursues such defense at its expense, Indemnitee shall be entitled to indemnification hereunder only to the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt extent that such defense is unsuccessful as determined by a final and unappealable judgment of a court of competent jurisdiction, or by written acknowledgment of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementparties.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this ARTICLE XII relating to or arising out of Claims, actions or omissions by authorities, or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the "INDEMNITEE") of notice of the commencement of any (a) tax audit or proceeding for the assessment of any Tax by any Taxing authority or any other proceeding likely to result in the imposition of a claim liability or obligation for Taxes or (b) any action or the assertion of any Claim, liability or obligation by an authority or a third party (whether by legal process or otherwise), against which Claim, liability or obligation a party under SECTIONS 12.2 and/or 12.3 (hereinafter the "INDEMNITOR") that is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor pursuant to this ARTICLE XII, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings and other written evidence thereof. The indemnifying person indemnitor shall have, in all instances the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have twenty the right to assume the defense of such action unless such action (20a) days may result in Orders, injunctions or other equitable remedies in respect of the indemnitee or its business; or (b) may result in liabilities which, taken with other then existing claims under this ARTICLE XII, would not be fully indemnified hereunder. The indemnitor shall have 10 days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume defense thereof. If the indemnitor does assume such defense, through counsel of its own choosingit will, within such 10 days, so notify the indemnitee. If the indemnitor does not assume such defense and so notify the indemnitee, or if the indemnitor is barred from assuming such defense pursuant to this SECTION 12.5, then the indemnitee shall assume such defense, subject to the reasonable approval participation of such indemnified personthe indemnitor, and at its own expense, the settlement or defense thereofas provided in this SECTION 12.5, and the indemnified person indemnitee's reasonable fees and expenses (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the indemnitor. In any case, the indemnitor and indemnitee shall cooperate with it and assist each other in such defense, and shall make available to the other all records, documents and information (written or otherwise) relevant to such defense. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by such indemnitee in connection therewithwith such obligation or liability, subject to this ARTICLE XII. Prior to paying any claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor or indemnitee shall have the authority to settle or compromise any Claim for which it has assumed or conducted the defense pursuant to this SECTION 12.5; provided, however, provided that the indemnified person may participate in an indemnitor shall not settle or compromise any such Claim if such settlement or defense through compromise would result in an Order, injunction or other equitable remedy in respect of the indemnitee or its business, or would result in liabilities which, taken together with other existing claims under this ARTICLE XII, would not be fully indemnified hereunder, in each case, without the prior written consent of the indemnitee, which consent will not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel chosen by such indemnified personin any case, provided that but the fees and expenses of such counsel shall be borne at the expense of the indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by such indemnified person. If the indemnifying person shall assume indemnitor in connection with the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such action or claim or (iiy) if the indemnitor shall not have assumed the defense, or shall be barred from assuming the defense, of such settlement involves action or Claim pursuant to this SECTION 12.5, or (z) such indemnitee shall have reasonably concluded based upon the imposition legal advice of equitable remedies counsel that there may be defenses available to it which are contrary to, or inconsistent with, those available to the imposition indemnitor, in any of any material obligations on which events such indemnified person other fees and expenses of not more than financial obligations one additional counsel for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person parties shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitor.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this ARTICLE X relating to or arising out of Claims, actions or omissions by Authorities, or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the "INDEMNITEE") of notice of the commencement of any (a) tax audit or proceeding for the assessment of any Tax or any other proceeding likely to result in the imposition of a claim liability or obligation for Taxes or (b) any action or the assertion of any Claim, liability or obligation by an Authority or a third party (whether by legal process or otherwise), against which Claim, liability or obligation a party under SECTIONS 10.2 and/or 10.3 (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor pursuant to this ARTICLE VIII, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderclaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings and other written evidence thereof. The indemnifying person indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have twenty the right to assume the defense of such action unless such action (20a) days may result in Orders, injunctions or other equitable remedies in respect of the indemnitee or its business; or (b) may result in liabilities which, taken with other then existing claims under this ARTICLE X, would not be fully indemnified hereunder. The indemnitor shall have 10 days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume defense thereof. If the indemnitor does assume such defense, through counsel of its own choosingit will, within such 10 days, so notify the indemnitee. If the indemnitor does not assume such defense and so notify the indemnitee, or if the indemnitor is barred from assuming such defense pursuant to this SECTION 10.5, then the indemnitee shall assume such defense, subject to the reasonable approval participation of such indemnified personthe indemnitor, and at its own expense, the settlement or defense thereofas provided in this SECTION 10.5, and the indemnified person indemnitee's fees and expenses (including fees and expenses of counsel) in connection with such defense will be borne by the indemnitor. In any case, the indemnitor and indemnitee shall cooperate with it and assist each other in such defense, and shall make available to the other all records, documents and information (written or otherwise) relevant to such defense. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such indemnitee in connection therewithwith such obligation or liability, subject to this ARTICLE X. Prior to paying any claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing Authority, holding the indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor, which approval shall not be unreasonably withheld. An indemnitor or indemnitee shall have the authority to settle or compromise any Claim for which it has assumed or conducted the defense pursuant to this SECTION 10.5; provided, however, provided that the indemnified person may participate in an indemnitor shall not settle or compromise any such Claim if such settlement or defense through compromise would result in an Order, injunction or other equitable remedy materially adversely affecting the indemnitee or its business, or would result in liabilities which, taken together with other existing claims under this ARTICLE X, would not be fully indemnified hereunder; in each case, without the prior written consent of the indemnitee, which consent will not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel chosen by such indemnified personin any case, provided that but the fees and expenses of such counsel shall be borne by such indemnified person. If at the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent expense of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementindemnitee.

Third Party Claims. If a claim In case of any Claim, suit or proceeding by a third party is made against an indemnified person hereunderor by any government body, and if such indemnified person intends to seek indemnity or any legal, administrative or arbitration proceedings with respect thereto to which Indemnitor may have liability under this Articlethe indemnity agreement contained in either Section 9.1. or 9.2 as the case may be, such indemnified person Indemnitor shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailbe entitled to participate therein, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderand, except to the extent that desired by Indemnitor, to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, defense thereof at its own expense and through counsel of its own choosing, subject and after notice from Indemnitor to Indemnitee of the reasonable approval of such indemnified person, and at its own expense, election so to assume the settlement or defense thereof, and the indemnified person shall cooperate with it Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection therewith; providedwith the defense thereof, howeverother than reasonable costs of investigation, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall unless Indemnitor does not actually assume the defense thereof following notice of a claimsuch election. The parties will render each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, it shall Claim or proceeding. Indemnitee will not settle such claim make any settlement of any suit, Claim or proceeding which might give rise to liability of Indemnitor under the indemnity agreements contained in either Section 9.1 or 9.2 hereof as the case may be without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect, a bona fide compromise or settlement of any such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to consent to such compromise or settlement, then Indemnitor's liability under either Section 9.1 or 9.2 as the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability case may be with respect to such claim suit, Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person proceeding shall be borne by limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.

Third Party Claims. If (a) The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indemnitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of such claims setting forth such claims in reasonable detail, provided that failure the commencement or assertion thereof and give the Indemnitor a copy of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderClaim, except to the extent that the indemnifying person is materially prejudiced by such failureprocess and all legal pleadings. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Indemnitor shall have the right to contest(i) participate in the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within 10 days of transmittal of the notice of the Claim by the Indemnitee, settle in writing unless such Claim (A) may result in criminal proceedings, injunctions or compromise other equitable remedies in respect of the claim but Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Article 13, would not be fully indemnified hereunder; (C) may have a material adverse effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; or (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall not thereby waive any right to indemnity therefor pursuant to this Agreementassume the defense.

Third Party Claims. If a claim by a third party is made against an any of the indemnified person hereunderparties, and if such any of the indemnified person parties intends to seek indemnity with respect thereto to such claim under this ArticleSECTION 7.10, such indemnified person party shall promptly notify the indemnifying person in writing party of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failureclaim. The indemnifying person party shall have twenty thirty (2030) days after receipt of such the above-mentioned notice to undertake, conduct and control, through counsel of its such party's own choosing, choosing (subject to the reasonable approval consent of the indemnified party, such indemnified person, consent not to be unreasonably withheld) and at its own such party's expense, the settlement or defense thereofof it, and the indemnified person party shall cooperate with it the indemnifying party in connection therewithwith such efforts; providedprovided that: (i) the indemnifying party shall not by this Agreement permit to exist any lien, howeverencumbrance or other adverse charge upon any asset of any indemnified party, that (ii) the indemnifying party shall permit the indemnified person may party to participate in such settlement or defense through counsel chosen by such the indemnified personparty, provided that the fees and expenses of such counsel shall be borne by the indemnified party, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expense incurred by the indemnified personparty pursuant to this Section. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person party within thirty (30) days after the receipt of the indemnified personparty's notice of a claim of indemnity hereunder under this Section that it such party elects to undertake the defense thereofof such claim, or does not actively prosecute such defense thereafter, the indemnified person party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementin the exercise of the indemnified party's exclusive discretion at the expense of the indemnifying party.

Third Party Claims. If a claim by a In the case of any third party claim, action or suit as to which indemnification is made against an indemnified person hereundersought, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such shall have the right at any time to notify the indemnified person that it elects to give prompt notice as provided herein shall not relieve conduct and control such action or suit. If the indemnifying person of any does not give the foregoing notice and/or until the indemnifying party gives such notice, the indemnified party shall have the right and the obligation to defend and contest such action or suit in the exercise of its obligations hereunderexclusive discretion and settle or compromise such suit, except subject to the extent that provisions of the indemnifying person is materially prejudiced by such failurelast sentence of Section 10.5. The indemnifying person shall, upon request from any indemnified person, promptly pay to such indemnified person in accordance with the other terms of this Section 10 the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have twenty (20) days after receipt of such notice the right to undertake, conduct and control, through counsel of its own choosingchoosing and at the sole expense of the indemnifying person, subject to the reasonable approval conduct and settlement of such action or suit (other than a settlement which requires or prohibits any action on the part of, or involves any admission by, the indemnified person, in which event the consent of such indemnified personperson shall be required, and at its own expense, the settlement or defense thereofbut shall not be unreasonably withheld), and the indemnified person shall cooperate with it the indemnifying person in connection therewithwith any such action or suit; provided, however, that (a) the indemnifying person shall permit the indemnified person may to participate in such conduct or settlement or defense through counsel chosen by such the indemnified person, provided that but the fees and expenses of such counsel shall be borne borne, after the indemnifying person has given notice that it elects to conduct and control such action or suit, by such the indemnified person. If person and (b) the indemnifying person shall assume agree promptly to reimburse to the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of extent required under this Section 10 the indemnified person from all liability with respect to such claim or (ii) if such settlement involves for the imposition of equitable remedies or the imposition full amount of any material obligations on Damages resulting from such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claimaction or suit, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable except fees and expenses of which shall be reimbursed counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying person. If So long as the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofis contesting any such action or suit in good faith, the indemnified person shall have the right to contest, not pay or settle any such action or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsuit.

Third Party Claims. If Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification pursuant to this Article IX relating to or arising out of claims or actions by Governmental Authorities or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the “indemnitee”) of notice of the commencement of any action or the assertion of any claim, liability or obligation by a claim by Governmental Authority or a third party (whether by legal process or otherwise), against which claim, liability or obligation a party under this Article IX (hereinafter the “indemnitor”) that is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against an indemnified person hereunderthe indemnitor pursuant to this Article IX, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person indemnitor in writing of the commencement or assertion thereof, including the reasonable details with respect to the factual and legal basis for such claims setting forth such claims in reasonable detailclaim; provided, provided that the failure of such indemnified person any indemnitee to give prompt notice as provided herein hereunder shall not relieve the indemnifying person of any of its obligations affect rights to indemnification hereunder, except to the extent that the indemnifying person is materially prejudiced indemnitor demonstrates actual material prejudice caused by such failure. The indemnifying person indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action, unless such action (a) may result in orders or mandatory injunctions materially impacting the indemnitee’s on-going operation of the business, (b) may result in liabilities which, taken with other then-existing claims under this Article IX, would not be fully indemnified hereunder or (c) may result in potential criminal liability. The indemnitor shall have twenty (20) days days, after receipt of notice of such notice claim, process, legal proceeding and other written notice, to undertakeassume the defense thereof. If the indemnitor does assume such defense, through counsel of its own choosingit will, within such twenty (20) days, so notify the indemnitee. If the indemnitor does not assume such defense and so notifies the indemnitee, or if the indemnitor is barred from assuming such defense pursuant to this Section 9.5, then the indemnitee shall have the right to assume such defense, subject to the reasonable approval participation of such indemnified personthe indemnitor, and at its own expense, the settlement or defense thereofas provided in this Section 9.5, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the indemnitee’s fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle such claim without the prior written consent of the indemnified person, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the including reasonable fees and expenses of which shall counsel) in connection with such defense will be reimbursed borne by the indemnifying personindemnitor. In any case, the indemnitor and indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents, employees and information (written or otherwise) relevant to such defense. If the indemnifying person does not notify indemnitee shall be required by judgment or a settlement agreement to pay any amount or perform any action in respect of any obligation or liability pursuant to which the indemnified person within thirty indemnitee may make a claim against the Escrow Amount, the indemnitee shall make a claim with the Escrow Agent for the Losses incurred in performing such action (30which shall include all reasonable legal fees and expenses related thereto) days after to be withdrawn from the receipt Escrow Amount in accordance with the terms and provisions of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereofEscrow Agreement, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant subject to this Agreement.Article IX. Prior to paying any claims against which an indemnitor is, or may be, obligated under this Agreement to indemnify an

Third Party Claims. If (a) The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a claim Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indem­nitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against an indemnified person hereunderthe Indem­nitor, and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. As to Product Liability Claims, the Indemnitor shall have the exclusive right to defend such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through with counsel of its own choosing. As to all other Claims, subject the Indemnitor shall have the right to (i) participate in the reasonable approval defense of such indemnified person, and at its own expense, the settlement or defense thereof, action with counsel of reputable standing (and the indemnified person shall cooperate with it in connection therewith; providedfirms of Xxxxxxxx & Shohl LLP and Howrey, howeverXxxxx, that the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses Xxxxxx & White LLP are hereby conclusively deemed to be of such counsel shall be borne by such indemnified person. If the indemnifying person shall “reputable standing”) and (ii) assume the defense of a claim, it shall not settle such claim without the prior action by agreeing in writing to assume such defense within ten (10) business days of transmittal of written consent notice of the indemnified personClaim by the Indemnitee, (i) unless such settlement includes as Claim (A) may result in criminal proceedings, injunctions or other equitable remedies in respect of the Indemnitee or its business; (B) may result in material liabilities which, taken with other then-existing Claims under this Article XI, would not be fully indemnified hereunder; (C) may have a Material Adverse Effect on the business or financial condition of the Indemnitee after the Closing Date (including an unconditional term thereof effect on the giving Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000 but no more than $100,000 in the aggregate; (E) upon petition by the claimant of a release of Indemnitee, if an appropriate court rules that the indemnified person from all liability Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall assume the defense; or (F) is with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature)Taxes, in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person Sellers shall have the right to contest, settle assume the defense or compromise settlement of such third-party Claim only if it solely relates (x) to Taxes with respect to the claim but shall not thereby waive any right income or operations of the Business or the ownership of the Acquired Assets for a taxable year or other taxable period ending on or before the Closing Date or (y) to indemnity therefor pursuant to this AgreementTaxes imposed upon the Sellers or the Parent.

Third Party Claims. If a claim In case of any Claim or suit by a third party is made against an indemnified person hereunderor by any government body, and if such indemnified person intends to seek indemnity or any legal, administrative or arbitration proceedings with respect thereto to which Indemnitor may have liability under the indemnity agreement contained in this ArticleSection 11, such indemnified person Indemnitor shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detailbe entitled to participate therein, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunderand, except to the extent that desired by Indemnitor, to assume the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and after notice from Indemnitor to Indemnitee of the indemnified person election so to assume the defense thereof. Indemnitor shall cooperate with it not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection therewith; providedwith the defense thereof, howeverother than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election or the Indemnitee shall have reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the indemnified person may participate right to direct the defense of such action on behalf of the Indemnitee), in any of which events such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by Indemnitor. The parties shall render each other such indemnified person. If the indemnifying person shall assume the assistance as may reasonably be required of each other in order to insure proper and adequate defense of a claimany such suit, it Claim or proceeding. Indemnitee shall not settle such claim make any settlement of any Claim which might give rise to liability of Indemnitor under the indemnity agreements contained in this Article 11 without the prior written consent of the indemnified personIndemnitor, (i) unless which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect a bona fide compromise or settlement of any such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to consent to such compromise or settlement, then Indemnitor's liability under this Section 11 with respect to such claim suit, Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person proceeding shall be borne by limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreementsettlement.