Common use of CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION Clause in Contracts

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.1 (a) Promptly following the receipt by a Purchaser Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim"), the Purchaser Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers of its existence, setting forth the facts and circumstances of which such Purchaser Indemnitee has received notice, and (ii) if the Purchaser Indemnitee giving such notice is a person entitled to indemnification under this Article (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by Sellers, tender the defense of a Third Party Claim to Sellers. If Sellers accept responsibility for the defense of a Third Party Claim, then Sellers shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem fair and reasonable, provided that at least ten days prior to any such settlement, they shall give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by Sellers. (c) Notwithstanding the foregoing, in connection with any settlement by Sellers, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers within the ten day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers to the extent that, upon final resolution of such Third Party Claim, Sellers' liability to the Indemnified Party but for this provision exceeds what Sellers' liability to the Indemnified Party would have been if Sellers were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this Section, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten days prior to any such settlement, written notice of its intention to settle is given to Sellers. If, pursuant to this Section, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers of itemized bills for said attorneys' fees and other expenses. No failure by Sellers to acknowledge in writing their indemnification obligations under this Article shall relieve them of such obligations to the extent they exist.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.17.8. (a) Promptly following the receipt by a Purchaser Seller Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim"), the Purchaser Seller Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers Buyer of its existence, setting forth the facts and circumstances of which such Purchaser Seller Indemnitee has received notice, and (ii) if the Purchaser Seller Indemnitee giving such notice is a person entitled to indemnification under this Article Section VII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by SellersBuyer, tender the defense of a Third Party Claim to SellersBuyer. If Sellers accept Buyer accepts responsibility for the defense of a Third Party Claim, then Sellers Buyer shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their its discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, they it shall give written notice of their its intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by SellersBuyer. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by SellersBuyer, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers Buyer within the ten (10) day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers Buyer tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers Buyer to the extent that, upon final resolution of such Third Party Claim, Sellers' Buyer's liability to the Indemnified Party but for this provision proviso exceeds what Sellers' Buyer's liability to the Indemnified Party would have been if Sellers Buyer were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 7.10, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers Buyer shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this SectionSection 7.10, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to SellersBuyer. If, pursuant to this SectionSection 7.10, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers Buyer for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers Buyer of itemized bills for said attorneys' fees and other expenses. No failure by Sellers Buyer to acknowledge in writing their its indemnification obligations under this Article VII shall relieve them it of such obligations to the extent they exist.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.1 (a) Promptly following the receipt by either a Purchaser Parent or Shareholder Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third third-party, including a governmental agency (a "Third Party Claim"), the Purchaser Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers indemnitor of its existence, setting forth the facts and circumstances of which such Purchaser Indemnitee has received notice, and (ii) if the Purchaser Indemnitee giving such notice is a person entitled to indemnification under this Article VIII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by Sellersindemnitor, tender the defense of a Third Third-Party Claim to Sellersindemnitor. If Sellers accept indemnitor accepts responsibility for the defense of a Third Third-Party Claim, then Sellers indemnitor shall have the exclusive right to contest, defend and litigate the Third Third-Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem fair and reasonable, provided that at least ten (10) days prior to any such settlement, they shall give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by Sellersindemnitor. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by Sellersindemnitor, no Indemnified Party shall be required to (ix) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers indemnitor within the ten ( 10) day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers indemnitor tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (iiy) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Third-Party Claim but shall not be entitled to indemnification by Sellers indemnitor to the extent that, upon final resolution of such Third Third-Party Claim, Sellers' indemnitor's liability to the Indemnified Party but for this provision proviso exceeds what Sellers' indemnitor's liability to the Indemnified Party would have been if Sellers indemnitor were permitted to settle such Third Third-Party Claim in the absence of the Indemnified Party exercising its right under Clause clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 8.3, an Indemnified Party shall be entitled to indemnification against a Third Third-Party Claim, and if Sellers indemnitor shall fail to accept the defense of a Third Third-Party Claim which has been tendered in accordance with this SectionSection 8.3, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Third-Party Claim, and may settle such Third Third- Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to Sellersindemnitor. If, pursuant to this SectionSection 8.3, the Indemnified Party so defends or settles a Third Third-Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers indemnitor for the reasonable attorneys' fees and other expenses of defending the Third Third-Party Claim which are incurred from time to time, forthwith following the presentation to Sellers indemnitor of itemized bills for said attorneys' fees and other expenses. No failure by Sellers indemnitor to acknowledge in writing their indemnification obligations under this Article VIII shall relieve them of such obligations to the extent they exist.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.18.1 and 8.2. (a) Promptly following the occurrence of an event giving rise to Damages or Special Damages or upon the receipt by a Purchaser Indemnitee Buyer or Seller, as the case may be of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency Governmental Entity (a "Third Party Claim")) which is subject to indemnification pursuant to Sections 8.1, 8.2 or 8.8, the Purchaser Indemnitee indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers the other party (the "Indemnifying Party") of its existence, setting forth the facts and circumstances of which such Purchaser Indemnitee Indemnifying Party has received notice, and (ii) if the Purchaser Indemnitee indemnitee giving such notice is a person entitled to indemnification under this Article VIII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by SellersIndemnifying Party, tender the defense of a Third Party Claim to SellersIndemnifying Party. If Sellers accept Indemnifying Party accepts responsibility for the defense of a Third Party Claim, then Sellers they or it shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem fair and reasonable, provided that at least ten (10) days prior to any such settlement, they shall give written notice of their intention or its intentions to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by SellersIndemnifying Party. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by SellersIndemnifying Party, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers Indemnifying Party within the ten (10) day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers tender the defense of such matter back tendered to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers Indemnifying Party to the extent that, upon final resolution of such Third Party Claim, Sellers' Indemnifying Party's liability to the Indemnified Party but for this provision proviso exceeds what Sellers' their liability to the Indemnified Party would have been if Sellers they were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 8.4, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers Indemnifying Party shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this SectionSection 8.4, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to SellersIndemnifying Party. If, pursuant to this SectionSection 8.4, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers Indemnifying Party for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers Indemnifying Party of itemized bills for said attorneys' fees and other expenses. No failure by Sellers Indemnifying Party to acknowledge in writing their indemnification obligations under this Article VIII shall relieve them of such obligations to the extent they exist. (e) The obligations of the parties set forth in Sections 8.1, 8.2 and 8.8 hereof shall survive the Closing for a period of three years and, thereafter, shall expire; provided, however, that any claim for indemnification that is then pending shall survive in accordance with the provisions of this Article 8. Notwithstanding the foregoing, this limitation shall not apply to the special indemnification covenants for ERISA or Seller Plans, Taxes and Returns, Employment Obligations and Non-Assumed Liabilities in Section 8.2(a) (ii), (iii), (iv), and (v) hereof, and these special indemnification covenants shall survive the Closing without limitation. (f) The liability of either Seller and Shareholder or Buyer for actions, losses, claims, liabilities, litigation, causes of action, damages, costs and expenses to which Sections 8.1, 8.2 and 8.8 relate shall extend only to the net amount thereof after deducting therefrom benefits or similar payments from insurance companies insuring the claim that is the subject of the indemnity.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.17.9. (a) Promptly following the receipt by a Purchaser Shareholder Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim"), the Purchaser Shareholder Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers Buyer of its existence, setting forth the facts and circumstances of which such Purchaser Shareholder Indemnitee has received notice, and (ii) if the Purchaser Shareholder Indemnitee giving such notice is a person entitled to indemnification under this Article Section VII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by SellersBuyer, tender the defense of a Third Party Claim to SellersBuyer. If Sellers accept Buyer accepts responsibility for the defense of a Third Party Claim, then Sellers Buyer shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their its discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, they it shall give written notice of their its intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by SellersBuyer. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by SellersBuyer, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers Buyer within the ten (10) day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers Buyer tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers Buyer to the extent that, upon final resolution of such Third Party Claim, Sellers' Buyer's liability to the Indemnified Party but for this provision proviso exceeds what Sellers' Buyer's liability to the Indemnified Party would have been if Sellers Buyer were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 7.11, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers Buyer shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this SectionSection 7.11, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to SellersBuyer. If, pursuant to this SectionSection 7.11, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers Buyer for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers Buyer of itemized bills for said attorneys' fees and other expenses. No failure by Sellers Buyer to acknowledge in writing their its indemnification obligations under this Article VII shall relieve them it of such obligations to the extent they exist.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.17.1. (a) Promptly following the receipt by a Purchaser an Buyer Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim"), the Purchaser Buyer Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers Principal Shareholders of its existence, setting forth the facts and circumstances of which such Purchaser Buyer Indemnitee has received notice, and (ii) if the Purchaser Buyer Indemnitee giving such notice is a person entitled to indemnification under this Article VII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by SellersShareholders, tender the defense of a Third Party Claim to SellersPrincipal Shareholders. If Sellers Principal Shareholders accept responsibility for the defense of a Third Party Claim, then Sellers Principal Shareholders shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their Principal Shareholders' discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they Principal Shareholders deem fair and reasonable, provided that at least ten (10) days prior to any such settlement, they Principal Shareholders shall give written notice of their intention Principal Shareholders' intentions to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by SellersPrincipal Shareholders. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by SellersPrincipal Shareholders, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers Principal Shareholders within the ten (10) day period prior to such proposed settlement, disapprove of such settlement proposal and desire to have Sellers Principal Shareholders tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers Principal Shareholders to the extent that, upon final resolution of such Third Party Claim, SellersPrincipal Shareholders' liability to the Indemnified Party but for this provision proviso exceeds what SellersPrincipal Shareholders' liability to the Indemnified Party would have been if Sellers Principal Shareholders were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 7.4, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers Principal Shareholders shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this SectionSection 7.4, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to SellersPrincipal Shareholders. If, pursuant to this SectionSection 7.4, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers Principal Shareholders for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers Principal Shareholders of itemized bills for said attorneys' fees and other expenses. No failure by Sellers Principal Shareholders to acknowledge in writing their Principal Shareholders' indemnification obligations under this Article VII shall relieve them Principal Shareholders of such obligations to the extent they exist.

CONDITIONS OF INDEMNIFICATION PURSUANT TO SECTION. 6.1 (a) Promptly following the receipt by a Purchaser Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim"), the Purchaser Indemnitee receiving the notice of the Third Party Claim (i) shall notify Sellers the Shareholders in writing of its existence, setting forth the facts and circumstances of which such Purchaser Indemnitee has received notice, and (ii) if the Purchaser Indemnitee giving such notice is a person entitled to indemnification under this Article VIII (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. (b) The Indemnified Party shall, upon reasonable notice by Sellersthe Shareholders, tender the defense of a Third Party Claim to Sellersthe Shareholders. If Sellers the Shareholders accept responsibility for the defense of a Third Party Claim, then Sellers the Shareholders shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as they deem fair and reasonable, provided that at least ten (10) days prior to any such settlement, they shall give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by Sellersthe Shareholders. (c) Notwithstanding the foregoing, in connection with any settlement by Sellersthe Shareholders, no Indemnified Party shall be required to (i1) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to Sellers the Shareholders within the ten (10) day period prior to such proposed settlement, settlement disapprove of such settlement proposal and desire to have Sellers the Shareholders tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any affirmative actions as a condition of such settlement, or (ii2) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by Sellers the Shareholders to the extent that, upon final resolution of such Third Party Claim, Sellersthe Shareholders' liability to the Indemnified Party but for this provision exceeds what Sellersthe Shareholders' liability to the Indemnified Party would have been if Sellers the Shareholders were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under Clause (B) above. (d) If, in accordance with the foregoing provisions of this SectionSection 8.3, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if Sellers the Shareholders shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this SectionSection 8.3, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to Sellersthe Shareholders. If, pursuant to this SectionSection 8.3, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by Sellers the Shareholders for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Sellers the Shareholders of itemized bills for said attorneys' fees and other expenses. No failure by Sellers the Shareholders to acknowledge in writing their indemnification obligations under this Article VIII shall relieve them of such obligations to the extent they exist.