Common use of Control of Defense; Conditions Clause in Contracts

Control of Defense; Conditions. Except as otherwise provided in Section 5.4(c), which will apply to all Tax Contests, in the event that Parent or another Indemnified Person becomes aware of a third party claim (any such claim, a “Third Party Claim”) that Parent believes may result in a claim for indemnification pursuant to this Section 8 by or on behalf of an Indemnified Person, Parent will promptly notify the Securityholders’ Representative of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders are materially prejudiced thereby. Such notice must contain a reasonably detailed description of the basis of the claim and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable. The obligations of the Company Securityholders under this Section 8 with respect to Damages arising from any Third Party Claim will be governed by the following additional terms and conditions:

Control of Defense; Conditions. Except as otherwise provided in Section 5.4(c5.2(d), which will apply to all Tax Contests, in the event that Parent Purchaser or another Indemnified Person becomes aware of a third party claim (any such claim, a “Third Party Claim”) that Parent Purchaser believes may result in a claim for indemnification pursuant to this Section 8 Article 6 by or on behalf of an Indemnified Person, Parent Purchaser will promptly notify the SecurityholdersMembers’ Representative in writing of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders Members are materially prejudiced thereby. Such notice must shall contain a reasonably detailed description of the basis of the claim and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable. The obligations of the Company Securityholders Members under this Section 8 Article 6 with respect to Damages arising from any Third Party Claim will be governed by the following additional terms and conditions:

Control of Defense; Conditions. Except as otherwise provided in Section 5.4(c), which will apply applies to all Tax Contests, in the event that and Schedule 1.3(c), if Parent or another Indemnified Person becomes aware of a third party claim (any such claim, a “Third Party Claim”) that Parent believes may result in a claim for indemnification pursuant to this Section 8 Article VIII by or on behalf of an Indemnified Person, Parent will shall promptly notify the Securityholders’ Representative of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect affects an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders are materially prejudiced thereby. Such notice must contain a reasonably detailed description of the basis of the claim and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable. The obligations of the Company Securityholders under this Section 8 Article VIII with respect to Damages arising from any Third Party Claim will be are governed by the following additional terms and conditions: