Common use of Administration of Third Party Claims Clause in Contracts

Administration of Third Party Claims. (a) Promptly following receipt by any of the Seller Indemnified Parties and/or the Purchaser Indemnified Parties (each, an “Indemnified Party”) of written notice by a third party (including any governmental authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or Seller Losses, as the case may be, such Indemnified Party shall notify the Purchaser or the Sellers and Member Guarantors, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and the Indemnifying Party shall pay the fees and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceeding, the Indemnifying Party shall use all reasonable efforts to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa). In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter (joint defense) and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by Whenever any claim shall arise for indemnification under this Article 6, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties obligated to provide indemnification under this Agreement (each an "Indemnifying Party") of the Seller Indemnified Parties and/or claim and, when known, the Purchaser Indemnified Parties (each, an “Indemnified Party”) facts constituting the basis for such claim. In the event of written notice any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third person who is not a party to this Agreement (including any governmental authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified a "Third Party may be entitled to receive payment from the other Party for any Purchaser Losses or Seller Losses, as the case may beClaim"), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. (b) The Indemnified Party shall notify the Purchaser not settle or the Sellers and Member Guarantorscompromise or voluntarily enter into any binding agreement to settle or compromise, as the case may be (the “Indemnifying Party”)or consent to entry of any judgment arising from, promptly following the Indemnified Party’s receipt of any such complaint claim or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder proceeding except in accordance with this Section 6.5. With respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying any Third Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and the Indemnifying Party shall pay the fees and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceedingClaim, the Indemnifying Party shall use all reasonable efforts undertake the defense thereof by representatives of its own choosing reasonably satisfactory to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa)Party. In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the The Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, any other Party shall have the right to participate in any such matter (joint defense) and to retain defense of a Third Party Claim with advisory counsel of its own counsel choosing at such Party’s its own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, Assuming they have received reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result adequate advance notice of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such covered claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party, after two-thirds of the period for the presentation of a defense against any such Third Party does not notify Claim, fails to begin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party within thirty (30) days following its receipt will have the right to undertake the defense, compromise or settlement of such notice that Third Party Claim on behalf of, and for the account of, the Indemnifying Party disputes its liability to Party, at the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability expense and risk of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by Whenever any claim shall arise for indemnification under this Article 7, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties obligated to provide indemnification under this Agreement (each an "Indemnifying Party") of the Seller Indemnified Parties and/or claim and, when known, the Purchaser Indemnified Parties (each, an “Indemnified Party”) facts constituting the basis for such claim. In the event of written notice any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third person who is not a party to this Agreement (including any governmental authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified a "Third Party may be entitled to receive payment from the other Party for any Purchaser Losses or Seller Losses, as the case may beClaim"), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom and shall identify with reasonable specificity the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the amount of the Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the Third Party Claim). The Indemnified Party shall notify the Purchaser or the Sellers and Member Guarantors, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise make available to the Indemnifying Party with respect copies of all relevant documents and records in its possession. Failure to such claim. The Indemnifying Party give prompt or accurate notice shall have the right, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and not relieve the Indemnifying Party shall pay of its obligation to indemnify except to the fees and disbursements of counsel for extent that the Indemnifying Party as incurred; providedis actually prejudiced by the delay in giving notice. (b) The Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, howeveror consent to entry of any judgment arising from, that any such claim or proceeding except in accordance with this Section 7.5. With respect to any Third Party Claim, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party (at its expense) shall have the right to jointly defend against any Losses that may result from such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Third Party as set forth herein) of such audit, investigation, action or proceedingClaim, the Indemnifying Party shall use all reasonable efforts undertake the defense thereof by representatives of its own choosing reasonably satisfactory to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa)Party. In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the The Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, any other Party shall have the right to participate in any such matter (joint defense) and to retain defense of a Third Party Claim with advisory counsel of its own counsel choosing at such Party’s its own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, Assuming they have received reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result adequate advance notice of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such covered claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party, within 15 days of receiving notice of any Third Party does not notify Claim, fails to assume the defense as described in Section 7.5(a) above, the Indemnified Party within thirty (30) days following its receipt will have the right to undertake the defense, compromise or settlement of such notice that Third Party Claim on behalf of, and for the account of, the Indemnifying Party disputes its liability to Party, at the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability expense and risk of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by any of the Seller Indemnified Parties and/or the or Purchaser Indemnified Parties (each, an “"Indemnified Party”") of written notice by a third party (including any governmental authorityGovernmental Authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party indemnification for any Purchaser Losses or Seller Losses, as the case may be, such Indemnified Party shall notify the Purchaser Purchaser, AFT, Guarantor or the Sellers and Member GuarantorsSeller, as the case may be (the “"Indemnifying Party”"), promptly following the Indemnified Party’s 's receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by or any adverse effect on the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty thirty (2030) days after such notice from the Indemnified Party's delivery of notice assuming full responsibility for any Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, counsel and the Indemnifying Party shall pay payment of the fees and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceeding, the Indemnifying Party shall use all reasonable efforts to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa)counsel. In the event, however, that the Indemnified Indemnifying Party declines or fails to join in assume the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty thirty (2030) day period, then the Indemnifying Party shall have pay the right reasonable fees and disbursements of counsel for the Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be required to conduct pay the defense fees and disbursements of such more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counselproceeding. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter (joint defense) and to retain its own counsel at such Party’s 's own expense. The Indemnifying Party or the Indemnified Party (Party, as the case may be) , shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Neither the Indemnifying Party nor the Indemnified Party may may, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party other party and its officers, directors, employees, members, agentsmanagers, representatives employees and affiliates Affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Partyother party or its officers, directors, members, managers, employees or Affiliates, and (iii) does not contain any equitable order, judgment or term that in any manner would affectaffects, restrain restrains or interfere interferes with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration business of the survival period for such representation other party or warranty under Section 10.4(a)any of its officers, otherwise such claim shall not be deemed valid. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article directors, members, managers, employees or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunderAffiliates.

Administration of Third Party Claims. (a) Promptly following receipt by Whenever any of claim shall arise for indemnification under this Article VIII, the Seller Indemnified Parties and/or Party entitled to indemnification (the Purchaser Indemnified Parties (each, an “"Indemnified Party”") of written notice by a third party (including any governmental authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from shall promptly notify the other Party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any Purchaser Losses claim for indemnification hereunder resulting from or Seller Losses, as the case may bein connection with any claim or legal proceeding by a person who is not a party to this Agreement (a "Third Party Claim"), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. (b) The Indemnified Party shall notify the Purchaser not settle or the Sellers and Member Guarantorscompromise or voluntarily enter into any binding agreement to settle or compromise, as the case may be (the “Indemnifying Party”)or consent to entry of any judgment arising from, promptly following the Indemnified Party’s receipt of any such complaint claim or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder proceeding except in accordance with this Article VIII. With respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying any Third Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and the Indemnifying Party shall pay the fees and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceedingClaim, the Indemnifying Party shall use all reasonable efforts shall, subject to mitigate against any unnecessary costs or expenses the limitations set forth in Section 8.1 above, undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the Indemnified Party (and vice versa)Party. In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the The Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, any other Party shall have the right to participate in any such matter (joint defense) and to retain defense of a Third Party Claim with advisory counsel of its own counsel choosing at such Party’s its own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, Assuming they have received reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result adequate advance notice of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such covered claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party, after two-thirds of the period for the presentation of a defense against any such Third Party does not notify Claim, fails to begin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party within thirty (30) days following its receipt will have the right to undertake the defense, compromise or settlement of such notice that Third Party Claim on behalf of, and for the account of, the Indemnifying Party disputes its liability to Party, at the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability expense and risk of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by Whenever any of claim shall arise for indemnification under this Article 6, the Seller Indemnified Parties and/or Party entitled to indemnification (the Purchaser Indemnified Parties (each, an “Indemnified Party”) of written notice by a third party (including any governmental authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from shall promptly notify the other Party for any Purchaser Losses or Seller Losses, as the case may be, such Indemnified Party shall notify the Purchaser or the Sellers and Member Guarantors, as the case may be Parties (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement (a “Third Party Claim”), promptly following such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. Notwithstanding the foregoing, if the Indemnified Party’s receipt of Party fails to provide such complaint or of notice of the commencement of timely notice, such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party from liability hereunder with respect to such claim only if, of its obligations under this Article 6 unless (and then only to the extent that, such failure to so notify ) the Indemnifying Party results is materially prejudiced as a result of such failure or delay. (b) The Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding except in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party accordance with this Section. With respect to such claim. The Indemnifying any Third Party shall have the rightClaim, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and the Indemnifying Party shall pay undertake the fees defense thereof by representatives of its own choosing and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend compromise or settle such defense or action of any nature with the Indemnifying PartyThird Party Claim at its expense. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceeding, the Indemnifying Party shall use all reasonable efforts to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa). In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the The Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, any other Party shall have the right to participate in any such matter (joint defense) and to retain defense of a Third Party Claim with advisory counsel of its own counsel choosing at such Party’s its own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, Assuming it has received reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result adequate advance notice of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such covered claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party, after two-thirds of the period for the presentation of a defense against any such Third Party does not notify Claim, fails to begin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party within thirty (30) days following its receipt will have the right to undertake the defense, compromise or settlement of such notice that Third Party Claim on behalf of, and for the account of, the Indemnifying Party disputes its liability to Party, at the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability expense and risk of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by Whenever any claim shall arise for indemnification under this Article 6, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties required to indemnify the Indemnified Party (the "Indemnifying Party") of the Seller Indemnified Parties and/or claim and, when known, the Purchaser Indemnified Parties facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement (eacha "Third Party Claim"), an “such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. An Indemnified Party”) of written notice by a third party (including any governmental authority) of any complaint or 's failure to notify an Indemnifying Party shall not cause the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from lose its right to indemnification under this Article 6, except to the other extent that such failure materially prejudices the Indemnifying Party's ability to defend against any Third Party for any Purchaser Losses or Seller Losses, as Claim that the case may be, such Indemnifying Party has the right to defend against hereunder. (b) The Indemnified Party shall notify not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding except in accordance with this Section 6.3. With respect to any Third Party Claim, the Purchaser or Indemnifying Party shall undertake the Sellers defense thereof by representatives of its own choosing and Member Guarantors, as shall control the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt settlement of such complaint or of notice of the commencement of such audit, investigation, action or proceedingany Third Party Claim; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, within twenty (20) days after such notice from the Indemnified Party, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel, and the Indemnifying Party shall pay the fees and disbursements of counsel for the Indemnifying Party as incurred; provided, however, that the Indemnified Party (at its expense) shall have the right to jointly defend such defense or action of any nature with the Indemnifying Party. In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceeding, the Indemnifying Party shall use all reasonable efforts to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa). In the event, however, that the Indemnified Party declines or fails to join in the defense of the audit, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right to conduct the defense of such audit, investigation, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter (joint defense) and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder not, without the prior written consent of the Indemnified Party unless such settlementParty, compromise enter into any settlement which would lead to or consent (i) includes an unconditional release create any liability or financial or other obligation on the part of the Indemnified Party and its officersfor which it is not entitled to indemnification hereunder, directors, employees, members, agents, representatives and affiliates from all liability (including any liability or could reasonably be construed as a result an admission of a claim by culpability on the Indemnifying part of the Indemnified Party against or be expected to undermine the Indemnified Party) arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (iii) does not contain any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from the Indemnified Party. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party 's defense with respect to any claim made pursuant to this Section 10.3(c), except that the failure to so notify the Indemnifying future claims of a similar nature. The Indemnified Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights will cooperate and defenses otherwise make available to the Indemnifying Party such assistance and materials as Indemnifying Party may reasonably request, at the Indemnifying Party's expense. The Indemnified Party or any other party shall have the right to participate in any such defense of a Third Party Claim with respect advisory counsel of its own choosing at its own expense. Assuming the Indemnifying Party has received advance notice of a covered claim, and in the event that Indemnifying Party fails to begin defense of such claim with reasonable promptness following receipt of such notice (or at any time thereafter ceases to diligently defend such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered ), the Indemnified Party will have the right, after giving ten (10) days' prior written notice to the expiration Indemnifying Party of the survival its intention to do so, and if during such 10-day period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party does not notify settle such claim, to undertake the Indemnified Party within thirty (30) days following its receipt defense and control the compromise or settlement of such notice that Third Party Claim on behalf of, and for the account of, the Indemnifying Party disputes its liability to Party, at the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability expense and risk of the Indemnifying Party under this Article 10 (subject to Section 10.4), and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand when such liability or portion of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

Administration of Third Party Claims. (a) Promptly following receipt by any of the Seller Indemnified Parties and/or the Purchaser Indemnified Parties (each, an “Indemnified Party”) of written after receiving notice by that a third party (including any governmental authority) has commenced a claim that would be subject to the indemnification provisions of any complaint either Section 3.4.1 or the commencement of any audit4.2.4, investigation, action or proceeding with respect to which such Indemnified each Party may be entitled to receive payment from indemnification (individually and collectively, "Indemnified Party") under such Sections shall in turn give written notice of that claim to each Party obligated to provide the other Party for any Purchaser Losses or Seller Lossesindemnification under such Section (individually and collectively, as the case may be, such Indemnified Party shall notify the Purchaser or the Sellers and Member Guarantors, as the case may be (the “"Indemnifying Party”"), promptly following . The written notice shall include reasonable detail in light of the circumstances then known to the Indemnified Party’s receipt of . Failure to give such complaint notice, or of notice any notice, will not relieve the Indemnifying Party from its obligations under such Sections except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the commencement of Indemnifying Party. (b) After receiving the written notice described in Section 4.2.5(a), the Indemnifying Party will have the right but not the duty to defend such audit, investigation, action or proceedingclaim; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability acknowledge in writing its indemnification obligations hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The If, with respect to a claim, the Indemnified Party will retain liability for a material amount in connection with such claim, the Indemnifying Party shall not have the right, within twenty (20) days after such notice from the Indemnified Party, right to assume the defense of such auditclaim hereunder. This right to defend will include the right to pursue any strategy in defending such claim, investigationfile any and all pleadings, action or proceedingpursue discovery in any manner, including the employment of counsel, and make whatever arguments the Indemnifying Party shall pay deems appropriate, and to select counsel of its choice to defend the fees and disbursements of claim, provided that (i) the Indemnified Party gives its written consent to counsel for selected by the Indemnifying Party (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party conducts the defense of such claim actively and diligently. Attorneys' fees incurred by counsel selected by the Indemnifying Party in defending the claim, as incurred; providedwell as other costs and expenses associated with defending the claim, howeverwill be paid by the Indemnifying Party. If the Indemnifying Party consists of one or more of the Transmission Owners, the decision to defend a claim and the administration of such claim as provided in this Section 4.2.5(a) shall be made by Transmission Owners whose collective Net Plant exceeds 50% of the aggregate Net Plant of all Transmission Owners comprising the Indemnifying Party (the "Majority of Indemnifying Transmission Owners"). Each Transmission Owner agrees that the Majority of Indemnifying Transmission Owners shall have no liability to any other Transmission Owner in connection with the administration of claims under this Section 4.2.5 except to the extent the Majority of Indemnifying Transmission Owners exercise their authority hereunder in bad faith or in a grossly negligent manner. (c) If the Indemnifying Party assumes the defense of such claim, the Indemnified Party (agrees to reasonably cooperate in such defense as long as the Indemnified Party is not materially prejudiced thereby. As long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its expense) own cost and expense and may participate in the defense of such claim, though ultimate control of the claim's defense shall have the right to jointly defend such defense or action of any nature remain with the Indemnifying Party. . (d) In assuming the defense (subject to such joint defense with the Indemnified Party as set forth herein) of such audit, investigation, action or proceeding, event the Indemnifying Party shall use all reasonable efforts to mitigate against any unnecessary costs or expenses of the Indemnified Party (and vice versa). In the event, however, that the Indemnified Party declines or fails to join in does not assume the defense of the auditsuch claim, investigation, action or proceeding on the terms provided above in either case within such twenty (20) day period, then the Indemnifying Party shall have the right ceases to conduct the defense of such auditclaim actively and diligently, investigationor has a conflict of interest with the Indemnified Party, action or proceeding as it solely determines, including the employment of counsel and the payment of the fees and disbursements of such counsel. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder (i) the Indemnified Party or the Indemnifying Partymay defend against, whichever is not assuming the defense of such actionand, shall have the right to participate in such matter (joint defense) and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party unless such settlement(which consent shall not be unreasonably withheld), compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnified Party against the Indemnifying Party) arising out of such claim and does not require any payment or obligation from the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment or enter into any settlement with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party unless such settlementto, compromise or consent (i) includes an unconditional release of the Indemnified Party and its officers, directors, employees, members, agents, representatives and affiliates from all liability (including any liability as a result of a claim by the Indemnifying Party against the Indemnified Party) arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnifying Party will reimburse the Indemnified PartyParty promptly and periodically for the costs of defending against such claim, including reasonable attorneys' fees and expenses, and (iii) does not contain the Indemnifying Party will remain responsible for any equitable order, judgment or term that in any manner would affect, restrain or interfere with the Business in the Purchaser’s hands and (iv) does not require any payment or obligation from Losses the Indemnified Party. (c) In the event an Indemnified Party claims may suffer as a right to payment pursuant hereto, such Indemnified Party shall send written notice result of such claim to the appropriate Indemnifying Party. Such notice shall specify full extent provided in Sections 3.4.1 and 4. (e) If after the basis for making of any indemnification payment the amount of Losses to which such claim. The failure payment relates is reduced by recovery, settlement or otherwise under any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect insurance coverage, or pursuant to any claim made pursuant to this Section 10.3(c)claim, except that recovery, settlement or payment by or against any other Person, the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of (or otherwise actually prejudices any) rights and defenses otherwise available to the Indemnifying Party with respect to such claim. It is understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4(a), otherwise such claim shall not be deemed valid. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt amount of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article reduction (less any costs, expenses, premiums or the amount thereof, the claim specified Taxes incurred in connection therewith) will promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making any indemnification payment, the Indemnifying Party will, to the extent of such indemnification payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which the indemnification payment relates; provided that (i) the Indemnifying Party is then in compliance with its obligations under this Agreement in respect of such notice shall be conclusively deemed a liability Losses, and (ii) until the Indemnified Party recovers full payment of such Losses, all claims of the Indemnifying Party under this Article 10 (subject to Section 10.4), against any such third party on account of said indemnification payment will be subrogated and the Indemnifying Party shall pay the amount subordinated in right of such liability payment to the Indemnified Party on demand when Party's rights against such liability third party. Without limiting the generality or portion effect of the claim becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided aboveany other provision of this Section 4.2.5(e), then as promptly as possible, each such Indemnified Party and the appropriate Indemnifying Party shall establish will duly execute upon request all instruments reasonably necessary to evidence and perfect the merits above-described subrogation and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) business days following the final determination (and after expiration of all appeals or the expiration of all appeal periods being taken) of the merits and amount of such claim, if it is determined that the Indemnifying Party owes any amounts to the Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4) to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereundersubordination rights.