Ti	=	Third-Party Claims
1.sec	=	A Person benefited by {Claim.Buyer.Xref}, {Claim.Buyer.Environment.Xref} (solely to the extent provided in the last sentence of {Claim.Buyer.Environment.Xref}), or {Claim.Seller.Xref} (an "{_Indemnified_Person}") shall give notice of the assertion of a {_Third-Party_Claim} to {_Sellers'_Representative} or Buyer (an "{_Indemnifying_Person}"), as the case may be; provided, however, that no failure or delay on the part of an {_Indemnified_Person} in notifying an {_Indemnifying_Person} will relieve the {_Indemnifying_Person} from any obligation under this {Claim.Xref} except to the extent that the failure or delay materially prejudices the defense of the {_Third-Party_Claim} by the {_Indemnifying_Person}.
2.1.sec	=	Except as provided in {Claim.3Party(c).Xref}, the {_Indemnifying_Person} may elect to assume the defense of the {_Third-Party_Claim} with counsel satisfactory to the {_Indemnified_Person} by (A) giving notice to the {_Indemnified_Person} of its election to assume the defense of the {_Third-Party_Claim} and (B) giving the {_Indemnified_Person} evidence acceptable to the {_Indemnified_Person} that the {_Indemnifying_Person} has adequate financial resources to defend against the {_Third-Party_Claim} and fulfill its obligations under this {Claim.Xref}, in each case no later than 10 days after the {_Indemnified_Person} gives notice of the assertion of a {_Third-Party_Claim} under {Claim.3Party(a).Xref}.
2.2.0.sec	=	If the {_Indemnifying_Person} elects to assume the defense of a {_Third-Party_Claim}:
2.2.1.sec	=	it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the {_Indemnified_Person} for any {_Indemnified_Person}'s fees or expenses subsequently incurred in connection with the defense of the {_Third-Party_Claim} other than reasonable costs of investigation;
2.2.2.sec	=	the election will conclusively establish for purposes of {_this_Agreement} that the {_Indemnified_Person} is entitled to relief under {_this_Agreement} for any {_Loss} arising, directly or indirectly, from or in connection with the {_Third-Party_Claim} (subject to the provisions of {Claim.Limit.Sum.Xref});
2.2.3.sec	=	no compromise or settlement of such {_Third-Party_Claim} may be effected by the {_Indemnifying_Person} without the {_Indemnified_Person}'s consent unless (I) there is no finding or admission of any violation by the {_Indemnified_Person} of any {_Legal_Requirement} or any rights of any Person, (II) the {_Indemnified_Person} receives a full release of and from any other claims that may be made against the {_Indemnified_Person} by the {_Third_Party} bringing the {_Third-Party_Claim}, and (III) the sole relief provided is monetary damages that are paid in full by the {_Indemnifying_Person}; and
2.2.4.sec	=	the {_Indemnifying_Person} shall have no liability with respect to any compromise or settlement of such claims effected without its consent.
2.2.	=	[G/Z/ol-AA/s4]
2.3.sec	=	If the {_Indemnifying_Person} does not assume the defense of a {_Third-Party_Claim} in the manner and within the period provided in {Claim.3Party(b)(i).Xref}, or if the {_Indemnifying_Person} does not diligently conduct the defense of a {_Third-Party_Claim}, the {_Indemnified_Person} may conduct the defense of the {_Third-Party_Claim} at the expense of the {_Indemnifying_Person} and the {_Indemnifying_Person} shall be bound by any determination resulting from such {_Third-Party_Claim} or any compromise or settlement effected by the {_Indemnified_Person}.
2.	=	[G/Z/ol-i/s3]
3.sec	=	Notwithstanding the foregoing, if an {_Indemnified_Person} determines in good faith that there is a reasonable probability that a {_Third-Party_Claim} may adversely affect it or any Related Party other than as a result of monetary damages for which it would be entitled to relief under {_this_Agreement}, the {_Indemnified_Person} may, by notice to the {_Indemnifying_Person}, assume the exclusive right to defend, compromise, or settle such {_Third-Party_Claim}.
4.sec	=	Notwithstanding the provisions of {Misc.Tribunal.Xref}, {_Sellers} consent to the nonexclusive jurisdiction of any court in which a {_Proceeding} is brought against any {_Indemnified_Person} for purposes of determining any claim that an {_Indemnified_Person} may have under {_this_Agreement} with respect to such {_Proceeding} or the matters alleged therein.
	=	[G/Z/ol-a/s4]
5.0.sec	=	With respect to any {_Third-Party_Claim} subject to this {Claim.Xref}
5.1.sec	=	any {_Indemnified_Person} and any {_Indemnifying_Person}, as the case may be, shall keep the other Person fully informed of the status of such {_Third-Party_Claim} and any related {_Proceeding} at all stages thereof where such Person is not represented by its own counsel; and
5.2.sec	=	both the {_Indemnified_Person} and the {_Indemnifying_Person}, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any {_Third-Party_Claim}.
5.	=	[G/Z/ol-i/s2]
Note	=	In the original - the reference is to Section 7.34. I take this to mean 7.3(d).
6.0.sec	=	In addition to {Cov.After.Conf(d).Xref}, with respect to any {_Third-Party_Claim} subject to this {Claim.Xref}, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all {_Confidential_Information} and the attorney-client and work-product privileges. In connection therewith, each party agrees that:
6.1.Sec	=	it shall use its best efforts, in respect of any {_Third-Party_Claim} in which it has assumed or participated in the defense, to avoid production of {_Confidential_Information} (consistent with applicable law and rules of procedure); and
6.2.Sec	=	all communications between any party and counsel responsible for or participating in the defense of any {_Third-Party_Claim} shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.
6.	=	[G/Z/ol-i/s2]
7.sec	=	Any claim under this {Claim.Xref} for any matter involving a {_Third-Party_Claim} shall be indemnified, paid, or reimbursed promptly. If the {_Indemnified_Person} shall for any reason assume the defense of a {_Third-Party_Claim}, the {_Indemnifying_Person} shall reimburse the {_Indemnified_Person} on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the {_Indemnified_Person}. Buyer may elect in its discretion to have payment or reimbursement made from the {_Escrow_Funds} pursuant to the terms of the {_Escrow_Agreement}, by setoff against amounts otherwise payable under the {_Promissory_Notes} or otherwise pursuant to {Claim.Setoff.Xref}, or in any other manner.
	=	[G/Z/ol-a/s7]