If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this [Article 6] receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification, shall not affect the right of the Indemnitee to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying Party is materially prejudiced by the delay or failure.

If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this [Article 6] receivesAn Indemnified Party shall give Indemnitor written notice of theany claim, assertion, commencementevent or institutionproceeding by or in respect of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-as to which such Indemnified Party Claim”), and the Indemnitee intends to seekmay request indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto thatas soon as is then in the Indemnitee’s possession), butpracticable and in any event not later than 30 calendarwithin thirty (30) days after receipt of noticethe time that such Indemnified Party learns of such Third-Party Claim. Any delay in providing,claim, assertion, event or proceeding; provided, however, that the failure to provide such notification,so notify Indemnitor shall not affect the right of the Indemniteerights to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying PartyIndemnitor is materiallyactually prejudiced by the delay orsuch failure.

Third-Party Claims. If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this [Article 6]Indemnified Party receives notice of the assertion,assertion or commencement of any Action made or institutionbrought by any Person who is not a party to this Agreement or an Affiliate of a claim, suit, actionparty to this Agreement or proceeding, ora Representative of the imposition of a penalty or assessment by a third party that is not an Indemniteeforegoing (a “Third-Party Claim”), and against such Indemnified Party with respect to which the Indemnitee intendsIndemnifying Party is obligated to seekprovide indemnification hereunder for such Third-under this Agreement, the Indemnified Party Claim, thenshall give the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) withIndemnifying Party reasonably prompt written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnitee’s possession),thereof, but in any event not later than 30thirty (30) calendar days after receipt of such notice of such Third-Party Claim. Any delay in providing, or theThe failure to providegive such notification,prompt written notice shall not affectnot, however, relieve the rightIndemnifying Party of the Indemnitee toits indemnification hereunderobligations, except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, orand only to the extent that the Indemnifying Party is materially prejudicedforfeits rights or defenses by reason of such failure. Such notice by the delayIndemnified 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 failure.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; provided, that, if the Indemnifying Party is the Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to [Section 8.03(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 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. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that, if in the reasonable opinion of counsel to the Indemnified Party, # there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or # there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnified Party may, subject to [Section 8.03(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. The Seller and the 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 5.06]) 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.

IfThe party seeking indemnification (the “Claimant”) shall give notice to the party from whom indemnification is sought (the “Indemnitor”) of any Seller Indemniteesclaim, whether solely between the parties or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this [Article 6] receives noticebrought by a third party, specifying # the factual basis for the Claim, and # the amount of the assertion, commencementClaim. If the Claim relates to an action, suit or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessmentproceeding filed by a third party that is not an Indemnitee (a “Third-Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemniteeagainst Claimant, notice shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) withgiven by Claimant within fifteen (15) business days after written notice of such Third-Party Claim (including any written demand, complaint, petition, summonsthe action, suit or similar document relating thereto that is then in the Indemnitee’s possession), but in any event not later than 30 calendarproceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after receiptClaimant becomes, or should have become, aware of notice of such Third-Partythe facts giving rise to the Claim. Any delay in providing, orNotwithstanding the foregoing, Claimant’s failure to provide such notification,give Indemnitor timely notice shall not affect the right of the Indemnitee topreclude Claimant from seeking indemnification hereunderfrom Indemnitor except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying Party isClaimant’s failure has materially prejudiced byIndemnitor’s ability to defend the delayclaim or failure.litigation.

IfIn the case of any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seekclaim for indemnification under this [Article 6] receives noticeAgreement arising from a claim of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not(including any Governmental Authority), an Indemnitee (a “Third-Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) withmust give prompt written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is thenand, subject to the following sentence, in no case later than thirty (30) days after the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, orclaim, to the Indemnitor of any claim of which such Indemnitee has knowledge and as to which it may request indemnification hereunder. The failure to providegive such notification, shall not affect the rightnotice will not, however, relieve an Indemnitor of the Indemnitee toits indemnification hereunderobligations except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying PartyIndemnitor is materially prejudicedactually harmed thereby. The Indemnitor will have the right to defend and to direct the defense against any such claim in its name and at its expense, and with counsel selected by the Indemnitor unless: # the Indemnitor fails to acknowledge fully its obligations to the Indemnitee within fifteen (15) days after receiving notice of such third party claim or contests, in whole or in part, its indemnification obligations therefor; # if the Indemnitor is Buyer, the applicable third party claimant is a Governmental Authority or a then-current material customer of Buyer, the Company or any of their respective Affiliates; # if the Indemnitor is Buyer, an adverse judgment with respect to the claim will establish a precedent materially adverse to the continuing business interests of Buyer, the Company or their respective Affiliates; # outside counsel to the Indemnitee has informed Indemnitee that there is a conflict of interest between the Indemnitee and the Indemnitor in the conduct of such defense; # the applicable third party alleges claims of fraud, willful misconduct or intentional misrepresentation; or # such claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the Indemnitee. If the Indemnitor elects, and is entitled, to compromise or defend such claim, it will within fifteen (15) days (or sooner, if the nature of the claim so requires) notify the Indemnitee of its intent to do so, and the Indemnitee will, at the request and expense of the Indemnitor, cooperate in the defense of such claim. If the Indemnitor elects not to, or is not entitled under this [Section 8.4(b)] to, compromise or defend such claim, fails to notify the Indemnitee of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such claim. Notwithstanding anything to the contrary contained herein, the Indemnitor will have no indemnification obligations with respect to any such claim which has been or will be settled by the Indemnitee without the prior written consent of the Indemnitor (which consent will not be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the foregoing, the Indemnitee will not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor will it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a Lien upon any of the property or failure.assets then held by the Indemnitee or where any delay in payment would cause the Indemnitee material economic loss. The Indemnitor’s right to direct the defense will include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement will obligate the Indemnitee to agree to any settlement that that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the Indemnitee (other than the delivery of a release for such claim and customary confidentiality obligations), except with the prior written consent of the Indemnitee (such consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Indemnitor’s right to compromise or settle in accordance with the immediately preceding sentence, the Indemnitor may not settle or compromise any claim over the objection of the Indemnitee; provided, however, that consent by the Indemnitee to settlement or compromise will not be unreasonably withheld, delayed or conditioned and the Indemnitor shall not be responsible for any additional Losses above the compromise or settlement amount to the extent the Indemnitee withholds its consent. The Indemnitee will have the right to participate in the defense of any claim with a counsel selected by it subject to the Indemnitor’s right to direct the defense. The fees and disbursements of such counsel will be at the expense of the Indemnitee; provided, however, that, in the case of any claim which seeks injunctive or other equitable relief against the Indemnitee, the fees and disbursements of such counsel will be at the expense of the Indemnitor.

If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seekAny claim for indemnification of Adverse Consequences under this [Article 6] receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of sucha Third-Party Claim (including(a “Direct Claim”) by an Indemnitee shall be asserted by giving the Indemnifying Party prompt written notice thereof; provided, however, that any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification, shall not affect the right of the Indemnitee to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying Party is materially prejudiced by the delay or failure. Such notice shall describe the Direct Claim in reasonable detail, including (to the extent practicable) copies of any written evidence thereof and indicate the estimated amount of Adverse Consequences, if reasonably practicable, that has been sustained by the Indemnitee.

If anyan Indemnified Buyer Entity or an Indemnified Seller IndemniteesEntity (each, an “Indemnified Entity”) believes that a claim, demand or Purchaser Indemnitees (an “Indemnitee”) entitledother circumstance exists that has given or may reasonably be expected to seekgive rise to a right of indemnification under this [Article 6] receives8] (whether or not the amount of Indemnifiable Losses relating thereto is then quantifiable), such Indemnified Entity shall assert its claim for indemnification by giving written notice ofthereof (a “Claim Notice”) to the assertion, commencementparty from which indemnification is sought (the “Indemnifying Entity”) # if the event or institution ofoccurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding, or the imposition of a penalty or assessmentproceeding brought by a third party that isPerson not an Indemniteea Party or affiliated with any such Party (a “Third-Party Claim”“Third Party”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days afterwithin twenty (20) Business Days following receipt of notice of such Third-Party Claim. Any delayclaim, suit, action or proceeding by such Indemnified Entity, or # if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, as promptly as practicable after the discovery by the Indemnified Entity of the circumstances giving rise to such claim for indemnity; provided, that in providing, oreach case in [clauses (i) and (ii)])], that the failure to provide such notification, shallnotify or delay in notifying the Indemnifying Entity, as the case may be, will not affectrelieve the rightIndemnifying Entity of the Indemniteeits obligations pursuant to indemnification hereunderthis [Article 8], except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that thesuch Indemnifying PartyEntity is materially prejudiced byas a result thereof. Each Claim Notice shall describe the delay or failure.claim and the basis of such claim in reasonable detail.

If any Seller Indemnitees or Purchaser IndemniteesNotice of Third Party Claim. In order for a party (an “Indemnitee”“Indemnified Party”) to be entitled to seekany indemnification under this [Article 6] receives notice‎ARTICLE VIII in respect of the assertion, commencementLosses arising out of or institution ofinvolving a claim, suit, actionclaim or proceeding,demand made by any Person other than Buyer or the imposition ofSeller against a penaltyBuyer Indemnified Party or assessment by a third party that is not an IndemniteeSeller Indemnified Party, as applicable (a “Third-“Third Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Indemnified Party Claim, then the Indemnitee shall promptly providemust notify the party againstfrom whom such indemnification may beis sought under this ‎ARTICLE VIII (the “Indemnifying Party”) with writtenpromptly in writing (including in such notice a brief description of such Third-the Third Party Claim (including any written demand, complaint, petition, summonsClaim, including damages sought or similar document relating theretoestimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to promptly provide such notification,notice shall not affect the right of the Indemnitee to indemnification hereunderprovided under this ‎ARTICLE VIII except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying Party is materiallyhas been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all documents (including court papers) received by the delay or failure.Indemnified Party relating to the Third Party Claim.

Third Party Claims. If any Seller Indemniteesclaim or Purchaser Indemnitees (an “Indemnitee”) entitled todemand in respect of which an Indemnified Party might seek indemnificationindemnity under this [Article 6] receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessmentXI] is asserted against such Indemnified Party by a third party that is not an Indemnitee (a “Third-“Third Party Claim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) and the Indemnitee intendsdetails thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to seek indemnification hereunder for such Third-the Indemnifying Party Claim, thenwithin a period of thirty (30) days following the Indemnitee shall promptly provideassertion of the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of such Third-Third Party Claim (including any written demand, complaint, petition, summons or similar document relating theretoagainst the Indemnified Party (the “Third Party Claim Notice Period”); provided, that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification,so notify the Indemnifying Party within the Third Party Claim Notice Period shall not affectrelieve the rightIndemnifying Party of the Indemnitee to indemnificationits obligations hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent thatsuch failure shall have actually and materially prejudiced the Indemnifying Party. Within fifteen (15) days after its receipt of the Third Party Claim Notice, the Indemnifying Party is materially prejudiced by the delayshall, in writing, either acknowledge or failure.deny its obligations to indemnify and defend under this [Article XI].

If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”)A Party believing that it is entitled to seek indemnification under this [Article 6] receives notice[Sections 11(a)-(b)])] (an “Indemnified Party”) shall give prompt written notification to the other Party (the “Indemnifying Party”) of the assertion, commencement or institution of any Claim by a claim, suit, action or proceeding, orThird Party for which indemnification may be sought or, if earlier, upon the impositionassertion of a penalty or assessmentany such Claim by a third party (it being understood and agreed, however, that is notthe failure by an Indemnitee (a “Third-Indemnified Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with writtengive notice of such Third-Partya third party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is thenas provided in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification,this [Section 11(c)(i)] shall not affectrelieve the rightIndemnifying Party of the Indemnitee toits indemnification hereunderobligation under this Agreement except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, orand only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is materially prejudiced byone as to which the delay or failure.Party