Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. [[Organization A:Organization]] and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 8.5(b)) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Beneficiaries. This Agreement is for the purpose of defining the respective rights and obligations of the Parties hereto and is not for the benefit of any employee; creditor or other third party, except as may be expressly set forth herein.

Third-Party Consents. To the extent required under the terms of any existing contracts, all third-party approvals and consents shall have been obtained to the sale of the Shares and the sale of a controlling interest in BITCENTRO to GMPW.

Third Party Beneficiaries. This Agreement will be binding upon, inure to the benefit of and be enforceable by each of the Holders and their respective successors and assigns, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Holders in compliance with any restrictions on transfer or assignment. The Company shall be given written notice at the time of or within a reasonable time after such transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and such transferee or assignee of such rights shall assume in writing such Holder’s obligations hereunder and shall thereafter be deemed to be a “Holder” hereunder. This Agreement (including the Purchase Agreement and such other documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the Holders from time to time any rights or remedies under this Agreement.

Third-Party Equipment. For any Facility equipment furnished through Service Provider, Service Provider shall # designate Owners as an express third-party beneficiary of such warranties, # provide copies of all warranties and applicable contracts to Owners, and # ensure that all available warranties are assigned to and operate for the benefit of Owners.

To the extent any Intellectual Property included in the Facility IP licensed to Owners hereunder is owned by a Third Party and licensed to Service Provider (“Third Party IP”), Service Provider shall identify all such Third Party IP at the time of delivery of the Facility IP and provide Owners with copies of all relevant licenses, if permitted. The license of such Third Party IP to Owners hereunder shall be subject to all of the terms and conditions of the relevant agreement between the applicable Service Provider party and such Third Party pursuant to which such Third Party IP has been licensed to Service Provider, or if elected by Owners, Owners may negotiate new agreements with such third parties for the use of the Third Party IP. For the avoidance of doubt, Service Provider shall have no obligation to grant Owners any license or sublicense rights to any Third Party IP included in the Facility IP if such grant to Owners would result in # the violation of any agreement between Service Provider and the applicable Third Party, # the loss or impairment of rights in any Facility IP (including such Third Party IP), or # an obligation to pay royalties on the part of Service Provider or any of its Affiliates (unless, with respect to such Third Party IP subject to an obligation to pay royalties, Owners request such Third Party IP be included in the Facility IP and pay or otherwise reimburse Service Provider or its applicable Affiliates for all such royalties).

Third-Party Beneficiaries. The representations, warranties, covenants and obligations of the Parties are made for the express benefit of the Parties and the Companies, and any other Persons are not intended to have, nor shall have the benefit of, any right to seek enforcement or recovery under, any of such representations, warranties, covenants or obligations except for indemnification rights and obligations available to the Newco Parties and Crestwood Midstream Parties pursuant to this Agreement.

Third Party Software. To the extent any third-party software is incorporated in or required by the Co-Owned Subject Matter, each Party shall be responsible for obtaining its own licenses for such software.

Third-Party Rights. No rights are intended to be created hereunder for the benefit of any third-party donee, creditor or incidental beneficiary or any affiliate of any Borrower.

Third Party Beneficiaries. No person or entity shall be a third-party beneficiary of the representations, warranties, covenants and agreements made by any party hereto.