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In connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

In connection with anyIf the indemnification sought pursuant hereto involves a claim giving rise to indemnity resulting from or arising out of any claim or legal proceedingmade by a person or entity who is not a party to this Agreement, the IndemnifyingThird Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges toagainst the Indemnified Party in writing its obligations to indemnify the Indemnified(a "Third Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and #Claim"), the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action,Third Party Claim and, if it so chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the defense of such Third Party Claim with its counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such claims involve or seek injunctive or other relief that does not involve solely monetary obligations or involve a criminal matter, and at its own expense.provided, further that the Indemnified Party shall be permitted to take any actions necessary in the defense of such Third Party Claim during such Notice Period, if the Indemnifying Party has not yet assumed the defense of the Third Party Claim, and when practicable, the Indemnified Party shall provide prior notice of such action to the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party thereafter seeks to question the manner in whichassumes such defense, the Indemnified Party defended such third party claim orshall have the amount or nature of any such settlement,right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall havecontrol such defense. The Indemnifying Party shall be liable for the burden to provereasonable fees and expenses of counsel employed by a preponderance of the evidence that the Indemnified Party didfor any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend or settleprosecute a Third Party Claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include # the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such third party claimThird Party Claim and reasonably available to the Indemnified Party, and # making relevant employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in a reasonably prudent manner.connection therewith.

In the event of any claim for indemnification resulting from or in connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is notthird party, other than a party to this Agreement,Tax claim, which shall be governed by [Section 5.3], the Indemnifying Party shall be entitled, at its sole costexpense, either # to participate in defending against such claim, or # to assume the entire defense with counsel which is selected by it and expense may, uponwhich is reasonably satisfactory to the Indemnified Party, provided that # the Indemnifying Party exercises their right to assume the defense pursuant to this [Section 9.4(b)] by delivery of written notice to the Indemnified Party, assumeParty within twenty (20) days of its receipt of the defense of any such claim or legal proceeding ifapplicable Indemnity Notice, # the Indemnifying Party agrees in writing that it acknowledges todoes not and will not contest its responsibility for indemnifying the Indemnified Party in writing its obligationsrespect of such claim or proceeding, and # no settlement shall be made and no judgment consented to indemnifywithout the prior written consent of the Indemnified Party with respectwhich shall not be unreasonably withheld, conditioned or delayed (except that no such consent shall be required if the claimant is entitled under the settlement to all elementsonly monetary damages actually paid by the Indemnifying Party). If, however, # the claim, action, suit or proceeding would, if successful, result in the imposition of such claim. The Indemnifieddamages for which the Indemnifying Party would not be solely responsible, or # representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to participateretain counsel who shall cooperate with one another in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defenddefending against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving noticeclaim. In the case of Clause (x) of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and #preceding sentence, the Indemnifying Party shall be entitledobligated to participatebear only that portion of the expense of the Indemnified Party’s counsel that is in (but not control)proportion to the defense of such action, with its counsel and at its own expense. IfDamages indemnifiable by the Indemnifying Party thereafter seekscompared to question the manner in whichtotal amount of the third-party claim against the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.Party.

In connection with any claim giving riseThe party obligated to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity whoindemnify another party hereunder is not a partyreferred to this Agreement,herein as the Indemnifying Party and the party entitled to indemnification hereunder is referred to herein as the Indemnified Party. An Indemnified Party at its sole cost and expense may, uponshall give prompt written notice to the Indemnified Party, assumeIndemnifying Party of the defense of any such claim or legal proceeding if it acknowledges toassertion by the Indemnified Party or by a third party of any liability which the Indemnified Party has reason to believe might give rise to an Indemnity Claim; provided, however, that any failure to provide such prompt written notice shall limit the Indemnified Party’s right to indemnification hereunder only if and to the extent that the Indemnifying Party is prejudiced by such failure. Such notice shall set forth in writing its obligationsreasonable detail the nature of such action or claim, and shall include a copy of any written complaint, summons, correspondence or other communication from the party asserting the claim or initiating the action. As to any such Indemnity Claim which involves a third party, if the Indemnifying Party agrees to indemnify the Indemnified Party, the Indemnifying Party with respect to all elementsshall assume and thereafter control the defense of such claim.Indemnity Claim. The Indemnified Party shall be entitledentitled, together with the Indemnifying Party, to participate in (but not control) the defensedefense, compromise or settlement of any such action, with its counselmatter through the Indemnified Party’s own attorneys and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including,expense, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have control thereof, and the burden to prove by a preponderanceIndemnified Party, at the expense of the evidenceIndemnifying Party, shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such third party claims. The Indemnifying Party shall not make any settlement of any claims on behalf of the Indemnified Party, other than claims strictly for monetary damages as to which the Indemnifying Party agrees to be solely responsible, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In the event that the Indemnifying Party, within 20 days after notice of an Indemnity Claim which involves a third party, fails to assume the defense thereof, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim for the account of and at the expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof; provided, however, that the Indemnified Party didshall not, without the Indemnifying Party’s prior written consent, which shall not defendbe unreasonably withheld, settle or settlecompromise any such third party claim in a reasonably prudent manner.or consent to the entry of any judgment with respect to any such claim. This Section shall survive the Closing.

In connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement,If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify and defend the Indemnified Party with respect to all elementsagainst the Third Party Claim within fifteen (15) days after having been notified by the Indemnified Party of the existence of such claim.Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all claims, unless consented to by the Indemnified Party. The Indemnified Party shall be entitledwill cooperate fully in such defense, including by making available to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigationall books, records and documents within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claimParty’s control or litigation, in such manner asthat it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the samecan reasonably obtain relating to the Indemnifying Party, on such terms asThird Party Claim, and all costs or expenses incurred by it at the Indemnified Party may deem appropriate, and #request of the Indemnifying Party shall be entitled to participate in (but not control)paid by the defense of such action, with its counsel andIndemnifying Party. The Indemnified Party may, at its own expense. If the Indemnifying Party thereafter seekscost and expense, at any time to question the manner in which the Indemnified Party defended such third party claimprevent default or the amountprotect its interests, file any pleadings or nature oftake any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidenceother action that the Indemnified Party didreasonably believes to be necessary or appropriate to protect its interests due to the failure of the Indemnifying Party to diligently defend such Action. The Indemnified Party, at its expense, may participate in, but not defendcontrol (except as provided in the subsequent paragraph), any defense or settle such third party claim in a reasonably prudent manner.settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 11.4(b).

In connection with any claim giving riseProcedure. Either party seeking indemnification under this Agreement (the “Indemnified Party”) shall promptly notify the party required to indemnity resulting from or arising outprovide indemnification hereunder (the “Indemnifying Party”) of anythe existence of a claim or legal proceeding by a personaction (or threatened claim or entity who is not a party to this Agreement,action) and shall afford the Indemnifying Party the opportunity to participate in any compromise, settlement, litigation or other resolution of such claim, or action, or, at its sole cost and expense may, upon written notice tothe election of the Indemnified Party, shall require the Indemnifying Party to assume the defense of any such claim or legal proceeding if it acknowledges toaction; provided, however, that in the event the Indemnified Party in writing its obligationselects to indemnify therequire Indemnifying Party to assume such defense, Indemnifying Party shall afford Indemnified Party with respectthe opportunity to all elements ofparticipate fully in such claim. Thedefense at Indemnified Party’s expense. Indemnified Party shall be entitledhave the right to participate in (but not control) the defense of any such action, withretain its counsel andown counsel, at its own expense. If the Indemnifying Party does not assume the defense of anyNeither party shall compromise, settle or otherwise resolve such claim or resulting litigation without the other party’s prior written consent, which shall not be unreasonably withheld or delayed; provided, however, that failure to respond within thirty (30)fifteen (15) business days afterfollowing receipt of written notice at the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation,address set forth in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the samethis Agreement shall constitute consent to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claimproposed compromise, settlement or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.resolution.

In connection with any claim giving rise to indemnity resulting from or arising outGeneral. At its option, the indemnifying Party may assume the defense of any claim or legal proceedingThird Party Claim by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upongiving written notice to the Indemnified Party, assumeParty within […​…] after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of any such claim or legal proceeding if it acknowledges toa Third Party Claim by the Indemnifiedindemnifying Party in writing its obligationsshall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party within respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party which shall be reasonably acceptable to all elementsthe Indemnified Party. If the indemnifying Party assumes the defense of such claim. Thea Third Party Claim, the Indemnified Party shall be entitledimmediately deliver to participatethe indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in (but not control)connection with the defense of any such action, with its counsel and at its own expense. IfThird Party Claim. Should the Indemnifyingindemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days aftera Third Party Claim, except as provided in Section 11.4.2, the date that notice of such claim is received from the Indemnified Party, #indemnifying Party shall not be liable to the Indemnified Party may defend againstfor any legal expenses subsequently incurred by such claimIndemnified Party in connection with the analysis, defense or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving noticesettlement of the sameThird Party Claim unless specifically requested in writing by the indemnifying Party. If it is ultimately determined that the indemnifying Party is not obligated to the Indemnifying Party, on such terms asindemnify, defend or hold harmless the Indemnified Party may deem appropriate,from and #against the IndemnifyingThird Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in whichClaim, the Indemnified Party defended such third party claim orshall reimburse the amount or nature ofindemnifying Party for any such settlement,and all Losses incurred by the Indemnifyingindemnifying Party shall have the burden to prove by a preponderancein its defense of the evidence that the IndemnifiedThird Party did not defend or settle such third party claim in a reasonably prudent manner.Claim.

In connection with any claim giving riseSubject to indemnity resulting from or arising outthe provisions of any claim or legal proceeding by[Section 17.02(c)], upon receipt of a person or entity who is not a party to this Agreement,Claims Notice, the Indemnifying Party at its sole cost and expense may, upon written noticeshall have the right to the Indemnified Party, assume the defense and control of anyThird Party Claims. In the event the Indemnifying Party exercises such claim or legal proceeding if it acknowledgesright to assume the defense and control of a Third Party Claim, the Indemnified Party in writing its obligations to indemnifyshall have the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitledright but not the obligation reasonably to participate in (but not control) the defense of any such action,Third Party Claims with its own counsel and at its own expense.expense unless # the Indemnifying Party and Indemnified Party shall have mutually agreed in writing to the retention of the same counsel, or # the named parties to any such Third Party Claim (including any impleaded parties) include the Indemnifying Party and Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Party, be impermissible under the applicable code of professional responsibility due to actual or potential differing interests between the Indemnifying Party and Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party, in which case the Indemnifying Party will bear such expense of the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party within thirty (30) Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to deliver such notice within such thirty (30) Business Day period shall be deemed an election not to assume the defense of such Third Party Claim. If the Indemnifying Party does notelects to assume the defense of a Third Party Claim, then the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the IndemnifiedThird Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.Claim.

In connection with any claim giving riseIndemnifying Party”) written notice of such Third-Party Claim, but failure to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement,so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its sole costown expense and expense may, upon written noticeby its own counsel who shall be reasonably acceptable to the Indemnified Party, assumeany such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such claim orasserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal proceeding if it acknowledges toexpenses incurred by the Indemnified Party in writing its obligations to indemnify the Indemnified Partyconnection with respect to all elementsany defense or settlement of such claim. Theasserted liability; provided, however, that the Indemnified Party shall be entitled # at its expense, to participate in (but not control) the defense of any such action, with its counselasserted liability and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving noticenegotiations of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate,settlement thereof and # if # the Indemnifying Party has, within 10 Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed # to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or # to notify the Indemnified Party of such assumption or # if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be entitledreasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in (but not control) the defense of such action, with itsthe expenses and fees of such separate counsel and at its own expense. Ifother expenses related to such participation to be reimbursed by the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or natureas incurred. Notwithstanding any other provision of any such settlement,this Agreement, the Indemnifying Party shall havenot settle any indemnified claim without the burden to prove by a preponderanceconsent of the evidence thatIndemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.Party.

In connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any suchchoose to defend against a claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, #by a third party, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling suchreasonably deems appropriate or settle the claim or litigation, after(after giving notice of the samethereof to the Indemnifying Party,Party) on such terms as the Indemnified Party may deem appropriate, and # the IndemnifyingIndemnified Party shall be entitled to participate in (but not control) theperiodic reimbursement of defense of such action, with its counselexpenses incurred and at its own expense. Ifprompt indemnification from the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.accordance with this Article.

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