Common use of Administration of Third Party Claims Clause in Contracts

Administration of Third Party Claims. (a) 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 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"), 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 make available to the Indemnifying Party copies of all relevant documents and records in its possession. Failure to give prompt or accurate notice shall not relieve the Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party is 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, or consent to entry of any judgment arising from, 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 against any Losses that may result from such Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the Indemnified Party. The Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have received reasonably adequate advance notice of a covered claim, in the event the Indemnifying Party, within 15 days of receiving notice of any Third Party Claim, fails to assume the defense as described in Section 7.5(a) above, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

Administration of Third Party Claims. (a) Whenever any claim shall arise for indemnification under this Article 76, 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 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"), 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 make available to the Indemnifying Party copies of all relevant documents and records in its possession. Failure to give prompt or accurate notice shall not relieve the Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party is actually prejudiced by the delay in giving noticetherefrom. (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 accordance with this Section 7.56.5. With respect to any Third Party Claim, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the Indemnified Party. The Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have received reasonably adequate advance notice of a covered claim, in the event the Indemnifying Party, within 15 days after two-thirds of receiving notice the period for the presentation of a defense against any such Third Party Claim, fails to assume the defense as described in Section 7.5(a) abovebegin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

Administration of Third Party Claims. (a) Whenever Promptly following receipt by any claim shall arise for indemnification under this Article 7of 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 party commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification (the "Indemnified Party") shall promptly notify receive payment from the other party Party for any Purchaser Losses or parties obligated to provide indemnification under this Agreement (each an "Indemnifying Party") of Seller Losses, as 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")case may be, 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 make 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 copies 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 all relevant documents such audit, investigation, action or proceeding, including the employment of counsel, and records in its possession. Failure to give prompt or accurate notice shall not relieve the Indemnifying Party shall pay the fees and disbursements of its obligation to indemnify except to the extent that counsel for the Indemnifying Party is 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 compromiseas incurred; provided, or consent to entry of any judgment arising fromhowever, 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 that the Indemnified Party against (at its expense) shall have the right to jointly defend such defense or action of any Losses that may result from nature with the Indemnifying Party. In assuming the defense (subject to such Third joint defense with the Indemnified Party Claimas set forth herein) of such audit, investigation, action or proceeding, the Indemnifying Party shall undertake 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 thereof by representatives of its own choosing reasonably satisfactory 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 Indemnified Partydefense 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. The In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or any other Party the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of matter (joint defense) and to retain its own choosing counsel at its such Party’s own expense. Assuming they have received 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 adequate advance 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 covered claimbreach 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), in otherwise such claim shall not be deemed valid. In the event the Indemnifying Party, within 15 days of receiving notice of any Third Party Claim, fails to assume the defense as described in Section 7.5(a) above, does not notify the Indemnified Party will have the right to undertake the defense, compromise or settlement within thirty (30) days following its receipt of such Third notice that the Indemnifying Party Claim on behalf of, and for disputes its liability to the account ofIndemnified Party under this Article or the amount thereof, the Indemnifying Party, at claim specified by the expense and risk 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) Whenever any claim shall arise for indemnification under this Article 76, the party Party entitled to indemnification (the "“Indemnified Party"”) shall promptly notify the other party Party or parties obligated to provide indemnification under this Agreement Parties (each an "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"”), 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 therefrom. Notwithstanding the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the amount of the Third Party Claim (orforegoing, if such amount is not yet known, a reasonable estimate of the amount of the Third Party Claim). The Indemnified Party shall make available fails to the Indemnifying Party copies of all relevant documents and records in its possession. Failure to give prompt or accurate notice shall provide such timely notice, such failure will not relieve the Indemnifying Party of its obligation to indemnify except obligations under this Article 6 unless (and then only to the extent that that) the Indemnifying Party is actually materially prejudiced by the delay in giving noticeas 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 accordance with this Section 7.5Section. With respect to any Third Party Claim, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing reasonably satisfactory and shall have the right to the Indemnified Partycompromise or settle such Third Party Claim at its expense. The Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have it has received reasonably adequate advance notice of a covered claim, in the event the Indemnifying Party, within 15 days after two-thirds of receiving notice the period for the presentation of a defense against any such Third Party Claim, fails to assume the defense as described in Section 7.5(a) abovebegin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

Administration of Third Party Claims. (a) Whenever any claim shall arise for indemnification under this Article 7VIII, the party Party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties obligated to provide indemnification under this Agreement Party (each an 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"), 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 make available to the Indemnifying Party copies of all relevant documents and records in its possession. Failure to give prompt or accurate notice shall not relieve the Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party is actually prejudiced by the delay in giving noticetherefrom. (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 accordance with this Section 7.5Article VIII. With respect to any Third Party Claim, if the Indemnifying Party acknowledges shall, subject to the limitations set forth in writing its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party ClaimSection 8.1 above, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the Indemnified Party. The Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have received reasonably adequate advance notice of a covered claim, in the event the Indemnifying Party, within 15 days after two-thirds of receiving notice the period for the presentation of a defense against any such Third Party Claim, fails to assume the defense as described in Section 7.5(a) abovebegin to diligently defend it (or at any time thereafter ceases to diligently defend it), the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

Administration of Third Party Claims. (a) Whenever any claim shall arise for indemnification under this Article 76, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties obligated required to provide indemnification under this Agreement indemnify the Indemnified Party (each an 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"), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom and therefrom. An Indemnified Party's failure to notify an Indemnifying Party shall identify with reasonable specificity not cause 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 make available to the Indemnifying Party copies of all relevant documents and records in lose its possession. Failure right to give prompt or accurate notice shall not relieve the Indemnifying Party of its obligation to indemnify indemnification under this Article 6, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against any Third Party Claim that the Indemnifying Party is actually prejudiced by has the delay in giving noticeright to defend against hereunder. (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 accordance with this Section 7.56.3. With respect to any Third Party Claim, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing reasonably satisfactory to and shall control the settlement of any Third Party Claim; provided, however, that the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement which would lead to or create any liability or financial or other obligation on the part of the Indemnified Party for which it is not entitled to indemnification hereunder, or could reasonably be construed as an admission of culpability on the part of the Indemnified Party or be expected to undermine the Indemnified Party's defense with respect to any future claims of a similar nature. The Indemnified Party will cooperate and 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 party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have the Indemnifying Party has received reasonably adequate advance notice of a covered claim, and in the event the that Indemnifying Party, within 15 days of receiving notice of any Third Party Claim, fails to assume the begin defense as described in Section 7.5(a) aboveof such claim with reasonable promptness following receipt of such notice (or at any time thereafter ceases to diligently defend such claim), the Indemnified Party will have the right right, after giving ten (10) days' prior written notice to the Indemnifying Party of its intention to do so, and if during such 10-day period the Indemnifying Party does not settle such claim, to undertake the defense, defense and control the compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

Administration of Third Party Claims. (a) Whenever any Promptly after receiving notice that a third party has commenced a claim shall arise for that would be subject to the indemnification under this Article 7provisions of either Section 3.4.1 or 4.2.4, the party each Party entitled to indemnification (the individually and collectively, "Indemnified Party") under such Sections shall promptly notify the other party or parties in turn give written notice of that claim to each Party obligated to provide the indemnification under this Agreement such Section (each an individually and collectively, "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"), 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 written notice shall make available include reasonable detail in light of the circumstances then known to the Indemnifying Party copies of all relevant documents and records in its possessionIndemnified Party. Failure to give prompt such notice, or accurate notice shall any notice, will not relieve the Indemnifying Party of from its obligation to indemnify obligations under such Sections except where, and then solely to the extent that that, such failure actually and materially prejudices the rights of the Indemnifying Party is actually prejudiced by the delay in giving noticeParty. (b) The 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 claim; provided, however, that the Indemnifying Party shall acknowledge in writing its indemnification obligations hereunder with respect to such claim. 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 settle have the right to assume the defense of such claim hereunder. This right to defend will include the right to pursue any strategy in defending such claim, file any and all pleadings, pursue discovery in any manner, make whatever arguments the Indemnifying Party deems appropriate, and to select counsel of its choice to defend the claim, provided that (i) the Indemnified Party gives its written consent to counsel 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 well as other costs and expenses associated with defending the claim, will be paid by the Indemnifying Party. If the Indemnifying Party consists of one or compromise 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 voluntarily enter into any binding agreement in a grossly negligent manner. (c) If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to settle or compromisereasonably 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 own cost and expense and may participate in the defense of such claim, though ultimate control of the claim's defense shall remain with the Indemnifying Party. (d) In the event the Indemnifying Party does not assume the defense of such claim, or ceases to conduct the defense of such claim actively and diligently, or has a conflict of interest with the Indemnified Party, (i) the Indemnified Party may defend against, and, with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), consent to the entry of any judgment arising fromor enter into any settlement with respect to, any such claim or proceeding except in accordance with this Section 7.5. With respect to any Third Party Claimclaim, if (ii) the Indemnifying Party acknowledges will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim, including reasonable attorneys' fees and expenses, and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in writing its obligation Sections 3.4.1 and 4. (e) If after the making of any indemnification payment the amount of Losses to indemnify which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction (less any costs, expenses, premiums or 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 may result from such Third Party Claim, (i) the Indemnifying Party shall undertake is then in compliance with its obligations under this Agreement in respect of such Losses, and (ii) until the defense thereof by representatives Indemnified Party recovers full payment of its own choosing reasonably satisfactory such Losses, all claims of the Indemnifying Party against any such third party on account of said indemnification payment will be subrogated and subordinated in right of payment to the Indemnified Party's rights against such third party. The Without limiting the generality or effect of any other provision of this Section 4.2.5(e), each such Indemnified Party or any other Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming they have received reasonably adequate advance notice of a covered claim, in the event the and Indemnifying Party, within 15 days of receiving notice of any Third Party Claim, fails to assume the defense as described in Section 7.5(a) above, the Indemnified Party will have duly execute upon request all instruments reasonably necessary to evidence and perfect the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, above-described subrogation and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Partysubordination rights.

Administration of Third Party Claims. (a) Whenever Promptly following receipt by any claim shall arise for indemnification under this Article 7of the Seller Indemnified Parties or Purchaser Indemnified Parties (each, the party entitled to indemnification (the an "Indemnified Party") of 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 indemnification for Losses, such Indemnified Party shall promptly notify Purchaser, AFT, Guarantor or Seller, as the other party or parties obligated to provide indemnification under this Agreement case may be (each an 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 andonly if, when known, and only to 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")extent that, such notice shall also specify, if known, failure to so notify the amount Indemnifying Party results in the forfeiture by or a good faith estimate any adverse effect on the Indemnifying Party of the amount of the Losses arising therefrom rights 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 make defenses otherwise available to the Indemnifying Party copies of all relevant documents and records in its possessionwith respect to such claim. Failure to give prompt or accurate notice shall not relieve the The Indemnifying Party of its obligation to indemnify except shall have the right, upon written notice delivered to the extent Indemnified Party within thirty (30) days after 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 and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party is actually prejudiced by declines or fails to assume the delay in giving notice. (b) The Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromisedefense of the audit, or consent to entry of any judgment arising frominvestigation, any such claim action or proceeding except on the terms provided above in accordance with this Section 7.5. With respect to any Third Party Claimeither case within such thirty (30) day period, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall undertake pay the defense thereof by representatives reasonable fees and disbursements of its own choosing reasonably satisfactory to counsel for the Indemnified PartyParty as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. The In any audit, investigation, action or proceeding for which indemnification is being sought hereunder, the Indemnified Party or any other Party the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of matter and to retain its own choosing counsel at its such Party's own expense. Assuming they have received reasonably adequate advance notice of a covered claimThe Indemnifying Party or the Indemnified Party, in as the event case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party, within 15 days as the case may be, reasonably apprised of receiving notice the status of the defense of any Third Party Claim, fails to assume matter the defense as described of which it is maintaining and to cooperate in Section 7.5(agood faith with each other with respect to the defense of any such matter. (b) above, Neither the Indemnifying Party nor the Indemnified Party will have may, without the right prior written consent of the other party (which shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to undertake the defenseentry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or settlement consent (i) includes an unconditional release of the other party and its officers, directors, members, managers, employees and Affiliates from all liability arising out of such Third Party Claim claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf ofof the other party or its officers, directors, members, managers, employees or Affiliates, and for (iii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the account of, the Indemnifying Party, at the expense and risk business of the Indemnifying Partyother party or any of its officers, directors, members, managers, employees or Affiliates.