Common use of CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS Clause in Contracts

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (a) Buyer shall give Sellers prompt written notice of the claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers of their indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Sellers resulting from a failure to give prompt notice hereunder. The Sellers shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge in writing that the claim is fully indemnifiable under this Agreement, they shall have the right to assume total control of the defense of such claim at their own expense. If the Sellers do not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the Sellers, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer shall give Sellers Shareholders prompt written notice of the claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers Shareholders of their indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Sellers Shareholders resulting from a failure to give prompt notice hereunder. The Sellers Shareholders shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, they it shall have the right to assume total control of the defense of such claim at their its own expense. If the Sellers Shareholders do not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the SellersShareholders, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 11.4 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (bB) The Sellers Shareholders and the Companies shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers Shareholders and the Companies to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges Shareholders and the Companies acknowledge in writing that the claim is fully indemnifiable under this Agreement, it they shall have the right to assume total control of the defense of such claim at its their own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers Shareholders and the Companies agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 11.4 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. . (C) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, neither party if there shall be entitled any claim for Excess Reimbursement Liabilities with respect to indemnification which Buyer shall be seeking indemnification, Buyer will have the sole right to contest or appeal such claim, using at least the same standard of care as it would apply to contests or appeals with respect to reimbursement liabilities in general. Buyer may, in its sole and absolute discretion, at any time discontinue any such contest or appeal or enter into a settlement with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation thereto prior to the Closing final determination thereof (a "Final Determination"); provided, however, that if it intends to discontinue or otherwisesettle any such appeal or contest prior to Final Determination, then it must provide the Shareholders with reasonable prior written notice of such intent and of the current status of the appeal or contest or proposed settlement, and upon request of the Shareholders, Buyer shall permit the Companies and the Shareholders, as the indemnifying parties, to thereafter control (without the right to settle the same unless Buyer shall consent to such settlement, which consent shall not unreasonably be withheld) the contest and appeal of such Excess Reimbursement Liabilities claim on behalf of Buyer; it being understood, however, that the Companies and the Shareholders shall continue to be obligated to indemnify Buyer for any Excess Reimbursement Liabilities unless the Buyer shall, in its sole discretion, elect not to permit the Companies and the Shareholders to control the contest and appeal of any such Excess Reimbursement Liabilities for which the Shareholders have requested control in accordance with the foregoing.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (a) Buyer Each indemnified party (each, an "Indemnitee") shall give Sellers the indemnifying party (the "Indemnitor") prompt written notice of the each claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers any Indemnitor of their its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered by Sellers resulting from a failure to give receive prompt notice hereunder. The Sellers Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, they and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume total control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim at their for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own expensechoice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Sellers Indemnitors do not assume total control of the defense of any such claimclaim in accordance with the foregoing, then: (x) the Buyer agrees Indemnitor shall not to defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the SellersIndemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers Notwithstanding anything to the contrary contained in this Agreement, if there shall give be any claim for Excess Reimbursement Liabilities with respect to which Buyer prompt shall be seeking indemnification, Buyer will have the sole right to contest or appeal such claim (using at least the same standard of care as it would apply to contests or appeals with respect to reimbursement liabilities in general) in accordance with its customary procedures diligently and in good faith. Buyer may, in its sole and absolute discretion, at any time discontinue any such contest or appeal or enter into a settlement with respect thereto prior to the final determination thereof (a "Final Determination"); provided, however, that if it intends to discontinue or settle any such appeal or contest prior to Final Determination, then it must provide Seller with reasonable prior written notice of the claim for which they seek indemnification. Failure such intent and of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control current status of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claimappeal or contest or proposed settlement, the Sellers agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained and will consult with Seller in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in good faith with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwisethereto.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer shall give Sellers Seller prompt written notice of the each claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers Group Members of their indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Group Members demonstrate they have suffered by Sellers resulting from a failure to give prompt notice hereunder. The Sellers Seller shall be entitled to participate in the defense of such claim. If at any time the Sellers Group Members acknowledge in writing that the claim is fully indemnifiable by them under this Agreement, and, if reasonably requested by Buyer, post adequate bond or security, they shall have the right to assume total control of the defense of such claim at their own expense; provided, however, no such bond shall be required if such matter is fully covered by insurance or is otherwise the obligation of the Lessee. (B) The Seller shall give Buyer prompt written notice of each claim for which any Group Member seeks indemnification. Failure to give such prompt notice shall not relieve the Buyer or IHS of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages Buyer or IHS demonstrates it has suffered resulting from a failure to give prompt notice hereunder. IHS and the Buyer shall be entitled to participate in the defense of such claim. If at any time Buyer acknowledges in writing that the Sellers do not claim is fully indemnifiable by it under this Agreement, and, if requested by Seller post adequate bond of security, it shall have the right to assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the Sellers, which consent shall not be unreasonably withheld. at its own expense. (C) Nothing contained in this Section 12.6 11.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither No party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers shall give Buyer prompt written notice of the settle any claim for which they seek indemnification. Failure of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers agree not to settle such claim sought without the written consent of the Seller and Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. (D) Any Buyer Indemnitee shall be entitled to, but shall no be required to, offset any claim made by such Buyer Indemnitee pursuant to this Agreement against any amount payable under the Note. Nothing contained in Buyer shall not be permitted such offsets if Seller is complying with all of its obligations under this Section 12.6 shall prevent either party from assuming total control 11.6, provided, however, (i) such matter is covered by insurance and/or Seller posts a bond or provides other reasonably acceptable security, or (ii) the remaining balance of the defense and/or settling any claim against it for Note is greater than twice the amount claimed, in which indemnification is not sought under this Agreement. Notwithstanding any other provision hereofevent, neither party Buyer shall be entitled to escrow any scheduled principal payments pursuant to a commercially reasonable escrow agreement. (E) If any of the Group Members shall be subject to a dispute with Buyer or IHS with respect to indemnification rights or matters , they shall, unless Buyer elects otherwise in its sole and absolute discretion, be required to act as a group with respect to any and all rights and obligations with respect to the resolutions of a representation dispute and Seller shall act as their sole representative and shall be bound by all actions taken or warranty which it actually knew omitted by Seller on behalf of any Group Member as provided in this Agreement, and each Group Member shall be deemed to have received any notice deemed given or payment made to Seller in accordance with the notice provisions of this Agreement on the date deemed given or the date paid to Seller and Buyer and IHS shall be incorrectentitled to rely on all notices and consents given, and all settlements entered into on behalf of any Group Member to the extent authorized pursuant to the terms of this Agreement notwithstanding any objections made by any Group Member prior to, concurrently with or subsequent to the giving of any such notice or consent or the settlement of any such matter. (F) Upon payment in full by an indemnifying party of any indemnification claim, whether as such payment is effected by setoff or otherwise, or upon the payment in full by an indemnifying party of any judgment with respect to a result of its investigation prior third-party claim, the indemnifying party shall be subrogated (to the Closing or otherwiseextent permitted by applicable law) to the extent of such payment to the rights of the indemnified party against any vendors, fee mortgagees, insurance carrier, workmens' compensation fund, attorneys, title insurance carrier, engineers, surveyors, environmental inspectors, zoning experts and the other parties to the Transaction Documents.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer Each indemnified party (each, an "Indemnitee") shall give Sellers the indemnifying party (the "Indemnitor") prompt written notice of the each claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers any Indemnitor of their its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered by Sellers resulting from a failure to give prompt notice hereunder. The Sellers Indemnitor shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, they and, if requested by the Indemnitee, the Indemnitor shall have the right to assume total control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim at their for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own expensechoice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Sellers do not Indemnitor does assume total control of the defense of any such claimclaim in accordance with the foregoing, then: (x) the Buyer agrees Indemnitor shall not to defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the SellersIndemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 12.5 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. . (B) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, neither party if there shall be entitled any claim for Excess Reimbursement Liabilities with respect to indemnification which Buyer shall be seeking indemnification, Buyer will have the sole right to contest or appeal such claim (using at least the same standard of care as it would apply to contests or appeals with respect to reimbursement liabilities in general). Buyer may, in its sole and absolute discretion, at any time discontinue any such contest or appeal or enter into a settlement with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation thereto prior to the Closing or otherwisefinal determination thereof. (bC) The Sellers In case any event shall give Buyer prompt written notice occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no Loss shall be deemed to have been sustained by the Indemnitee to the extent of any proceeds received by Indemnitee from any insurance policies with respect thereof. (D) Except for claims related to intentional or knowing breaches of the claim representations and warranties in this Agreement or for which they seek indemnification. Failure of claims related to fraud, from and after the Sellers to give such prompt notice shall not relieve Closing, the Buyer of its indemnification obligation, remedies provided that such indemnification obligation in this Article XII shall be reduced by any damages suffered by Buyer resulting the sole and exclusive remedies of Article XII Indemnitees with respect to Losses from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under provided in this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwiseArticle XII.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer Each indemnified party (each, an "Indemnitee") shall give Sellers the indemnifying party (the "Indemnitor") prompt written notice of the each claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers any Indemnitor of their its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered by Sellers resulting from a failure to give prompt notice hereunder. The Sellers Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge in writing that the claim is fully indemnifiable under this Agreement, they shall have the right to assume total control of the defense of such claim at their own expense. If the Sellers do not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the Sellers, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, it and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume total control of the defense (but not the settlement, if such a settlement may adversely affect Indemnitee or its current or future operations) of such claim at its own expense. If ; unless (i) Indemnitee shall have been authorized in writing by the Buyer does Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not assume total control have employed counsel to have charge of the defense of any such claim, action within twenty (20) days after the Sellers agree not to settle such claim without the written consent date of notice of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not sought under this Agreement. Notwithstanding any other provision hereofhave the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, neither party and the reasonable fees and expenses of the Indemnitee shall be entitled borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise.the

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer Each indemnified party (each, an "Indemnitee") shall give Sellers the indemnifying party (the "Indemnitor") prompt written notice of the each claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers any Indemnitor of their its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered by Sellers resulting from a failure to give receive prompt notice hereunder. The Sellers Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, they and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume total control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim at their for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own expensechoice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Sellers Indemnitors do not assume total control of the defense of any such claimclaim in accordance with the foregoing, then: (x) the Buyer agrees Indemnitor shall not to defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the SellersIndemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. . (B) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, neither party if there shall be entitled any claim for Excess Reimbursement Liabilities with respect to indemnification which Buyer shall be seeking indemnification, Buyer will have the sole right to contest or appeal such claim (using at least the same standard of care as it would apply to contests or appeals with respect to reimbursement liabilities in general) in accordance with its customary procedures diligently and in good faith. Buyer may, in its sole and absolute discretion, at any time discontinue any such contest or appeal or enter into a settlement with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation thereto prior to the Closing final determination thereof (a "Final Determination"); provided, however, that if it intends to discontinue or otherwise. (b) The settle any such appeal or contest prior to Final Determination, then it must provide Sellers shall give Buyer prompt with reasonable prior written notice of the claim for which they seek indemnification. Failure such intent and of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control current status of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claimappeal or contest or proposed settlement, the and will consult with Sellers agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in good faith with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwisethereto.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer shall give Sellers Shareholder prompt written notice of the claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers Shareholder of their her indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Sellers Shareholder resulting from a failure to give prompt notice hereunder. The Sellers Shareholder shall be entitled to participate in the defense of such claim. If at any time the Sellers acknowledge Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, they it shall have the right to assume total control of the defense of such claim at their its own expense. If the Sellers do Shareholder does not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the SellersShareholder, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 12.4 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (bB) The Sellers Shareholder and the Company shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers Shareholder and the Company to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges Shareholder and the Company acknowledge in writing that the claim is fully indemnifiable under this Agreement, it they shall have the right to assume total control of the defense of such claim at its their own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers Shareholder and the Company agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 12.4 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. . (C) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, neither party if there shall be entitled any claim for Excess Reimbursement Liabilities with respect to indemnification which Buyer shall be seeking indemnification, Buyer will have the sole right to contest or appeal such claim, using at least the same standard of care as it would apply to contests or appeals with respect to reimbursement liabilities in general. Buyer may, in its sole and absolute discretion, at any time discontinue any such contest or appeal or enter into a settlement with respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation thereto prior to the Closing final determination thereof (a "Final Determination"); provided, however, that if it intends to discontinue or otherwisesettle any such appeal or contest prior to Final Determination, then it must provide the Shareholder with reasonable prior written notice of such intent and of the current status of the appeal or contest or proposed settlement, and upon request of the Shareholder, Buyer shall permit the Company and the Shareholder, as the indemnifying parties, to thereafter control (without the right to settle the same unless Buyer shall consent to such settlement, which consent shall not unreasonably be withheld) the contest and appeal of such Excess Reimbursement Liabilities claim on behalf of Buyer; it being understood, however, that the Company and the Shareholder shall continue to be obligated to indemnify Buyer for any Excess Reimbursement Liabilities unless the Buyer shall, in its sole discretion, elect not to permit the Company and the Shareholder to control the contest and appeal of any such Excess Reimbursement Liabilities for which the Shareholder has requested control in accordance with the foregoing.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (a) Buyer shall give Sellers Shareholders prompt written notice of the claim for which it seeks indemnification. Failure of the Buyer to give such prompt notice shall not relieve the Sellers Shareholders of their indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Sellers Shareholders resulting from a failure to give prompt notice hereunder. The Sellers Shareholders shall be entitled to participate in the defense of such claim. If at any time the Sellers Shareholders acknowledge in writing that the claim is fully indemnifiable under this Agreement, they shall have the right to assume total control of the defense of such claim at their own expense. If the Sellers Shareholders do not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the SellersShareholders, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 11.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers Shareholders shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers Shareholders to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers Shareholders agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 11.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (aA) Buyer IHS/ALLIED INDEMNITEE CLAIMS. IHS shall be entitled to control any indemnification claims and rights of Allied. IHS shall give Sellers the applicable Representative (or, in case of a claim involving the Lithotripsy Practice, to all of the Representatives) prompt written notice of the each claim for which it any IHS/Allied Indemnitee seeks indemnification. Failure of the Buyer to give such prompt written notice shall not relieve the Sellers any party of their its, his or her respective indemnification obligationobligation (each, an "INDEMNIFYING PARTY"), provided that such indemnification obligation obligations shall be reduced by any damages that the applicable Indemnifying Party demonstrates that it, he or she has suffered by Sellers resulting from a failure to give prompt notice hereunder. The Sellers Any Indemnifying Party shall be entitled to participate in the defense of such claim; however, unless an applicable Indemnifying Party acknowledges in writing that the claim is fully indemnifiable by it, him, or her under this Agreement (without any limitations imposed pursuant to Section 12.5 (c) above), and, if requested by IHS, posts adequate bond or security, IHS shall be entitled to control the defense of such claim at the cost and expense of the Indemnifying Parties. If at any time the Sellers Indemnifying Party does acknowledge in writing that the claim is fully indemnifiable by it, him, or her under this AgreementAgreement (without any limitations imposed pursuant to Section 12.5(c) above), they shall have the right to and, if requested by IHS, posts adequate bond or security, then such Indemnifying Party (together with any other Indemnifying Party that is so qualified) may assume total control of the defense of such claim at their own expense. If the Sellers do not assume total control of the defense of any such claim, the Buyer agrees and IHS shall not to settle such claim without the written consent of the SellersRepresentative for such Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise. (b) The Sellers shall give Buyer prompt written notice of the claim for which they seek indemnification. Failure of the Sellers to give such prompt notice shall not relieve the Buyer of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by Buyer resulting from a failure to give prompt notice hereunder. The Buyer shall be entitled to participate in the defense of such claim. If at any time the Buyer acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. If the Buyer does not assume total control of the defense of any such claim, the Sellers agree not to settle such claim without the written consent of the Buyer, which consent shall not be unreasonably withheld. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise.