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200610'793 (b) Indemnification Provisions for Benefit of MIDLAND. In the event either of the STOCKHOLDERS breaches any of their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 4(a) above, provided that MIDLAND make a written claim for indemnification against either of the STOCKHOLDERS within the applicable survival period, then each of the STOCKHOLDERS agrees to indemnify B & R from and against the entirety of any losses, damages, expenses or fees, including reasonable attorneys, fees (the "Losses ") B & R may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) . (c) Indemnification Provisions for Benefit of the Seller. In the event MIDLAND breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 4(a) above, provided that the STOCKHOLDERS make a written claim for indemnification against MIDLAND within such survival period, then MIDLAND agrees to indemnify the STOCKHOLDERS from and against the entirety of any losses the STOCKHOLDERS may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (d) Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party ") with respect to any matter (a "Third Party Claim ") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party ") under this Section 4, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Any Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in ZC