Common use of Control of Third-Party Claims Clause in Contracts

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything in this Section 8.6 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect in any material respect Buyer and its Affiliates, taken as a whole, other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 8.10 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by Sellers under this Agreement or the amount that Buyer believes they will be able to collect from Sellers under this Agreement or (ii) such Third-Party Claim would materially and could adversely affect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event If any Indemnified Party receives notice of the assertion or commencement of any Third-Party ClaimClaim against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give to Buyer (if Buyer is the Indemnifying Party) or to the Archway Representative (if, at any Archway Party is the Indemnifying Party) prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its optionindemnification obligations, except and only to the extent that the rights or defenses available to such Indemnifying Party are actually materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail (to the extent known), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the liabilities or Damages that have been or may assume (with legal counsel reasonably acceptable be sustained by the Indemnified Party in respect of the Third-Party Claim. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party) at its sole cost and expense , to assume the defense of such any Third-Party Claim if it acknowledges at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party elects to assume the defense of any Third-Party Claim by delivery of a written notice to the Indemnified Party in writing acknowledging its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim, subject to Section 13.7(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and may assert any defense on behalf of the Indemnified Party or the Indemnifying Party; provided that the . The Indemnified Party shall have the right right, at its own expense cost and expense, to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunderwith counsel selected by it, subject to the Indemnified Party shall cooperate with Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party in the defense elects not to compromise or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any defend such Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) If if the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall will not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, under this Agreement without the prior written consent of the Indemnifying Party (which will not be unreasonably withheld or delayed). (b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed); provided, conditioned however, the consent of the Indemnified Party shall not be required if: (i) the Indemnifying Party obtains a full release of the Third-Party Claim (and any other claims arising out of a proceeding related thereto), (ii) there is no finding or admission of any violation of Law by the Indemnified Party in such settlement and (iii) such firm settlement offer only involves monetary payment by the Indemnifying Party that does not exceed the remaining potential Damages payable by such Indemnifying Party under this Agreement. If the Indemnified Party has assumed the defense pursuant to Section 13.7(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding anything in this Section 8.6 13.7 to the contrary, Buyer shall will in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could reasonably be expected to exceed the remaining potential Damages payable by the Sellers Archway Parties under this Agreement, or the amount that Buyer reasonably believes it will be able to collect from the Archway Parties under this Agreement or (ii) such Third-Party Claim would materially and adversely affect pursuant to the Escrow Agreement. In addition, Buyer will in all cases be entitled to control the defense with respect to any material respect Buyer and its Affiliates, taken as portion of a whole, other than as a result of money damages or if Proceeding in which injunctive or other non-monetary relief has been sought against Buyer or any of its AffiliatesAffiliates (but not the remaining portion of the Proceeding), other than any such Proceeding where the injunctive or other non-monetary relief has been stayed or denied by the court in which such Proceeding is pending. (d) Notwithstanding any other provision in this Agreement to the contrary, if any Third-Party Claim relating to Taxes of or with respect to the Company that the Archway Representative would otherwise be entitled to control pursuant to this Section 13.7 could reasonably be expected to negatively affect any current or future Taxes of the Company or Buyer that would not be Retained Tax Liabilities, Buyer shall have the right to jointly control such Third-Party Claim with the Archway Representative at Buyer’s own cost and expense; provided, however, that none of the Archway Parties nor Buyer shall settle or compromise any such Third-Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 9.7 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect effect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall will have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunderunder this Agreement, the Indemnified Party shall will cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial, in each case, at the Indemnifying Party’s expense. The Indemnifying Party shall will not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefromtherefrom in accordance with Section 9.6(a), the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall will not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunderunder this Agreement, without the prior written consent of the Indemnifying Party (Party, which shall consent will not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 9.6 to the contrary, Buyer shall will in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or the amount that Buyer believes it will be able to collect from the Sellers under this Agreement or (ii) such Third-Party Claim would materially and could adversely affect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed.. 47 (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 8.10 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by Sellers under this Agreement or the amount that Buyer believes they will be able to collect from Sellers under this Agreement or (ii) such Third-Party Claim would materially and could adversely affect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s 's expense, defend against such Claim claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 9.6 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect effect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates. (d) Buyer shall and shall cause any EUE Company to take reasonable steps to mitigate any loss suffered arising from any Breach by the Sellers and/or Major Shareholders.

Control of Third-Party Claims. (a) In Except as set forth in Section 9.04(b), in the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall will have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim; provided, further, that Seller, in its capacity as an Indemnifying Party, shall not have the right to defend or direct the defense of any such Third-Party Claim that is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, its Subsidiaries or the Business. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 9.07(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnified Party may, subject to Section 9.07(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunderunder this Agreement, the Indemnified Party shall will cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial, in each case, at the Indemnifying Party’s expense. The Indemnifying Party shall will not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th thirtieth (30th) day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall will not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunderunder this Agreement, without the prior written consent of the Indemnifying Party (Party, which shall consent will not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect in any material respect Buyer and its Affiliates, taken as a whole, other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and in such event the Indemnifying Party may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of a Claim Notice with respect to any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person person asserting such Third-Party Claim; provided that the Claim Notice was provided with sufficient time to make compliance with this ten-day period reasonably possible) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect in any material respect Buyer and its Affiliates, taken as a whole, other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it the Indemnifying Party acknowledges to the Indemnified Party in writing its such Indemnifying Party’s obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall will have the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunderunder this Agreement, the Indemnified Party shall will cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial, in each case, at the Indemnifying Party’s expense. The Indemnifying Party shall will not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned withheld or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall will not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunderunder this Agreement, without the prior written consent of the Indemnifying Party (Party, which shall consent will not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything in this Section 8.6 9.8 to the contrary, Buyer shall will in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by Sellers under this Agreement or the amount that Buyer believes it will be able to collect from Sellers under this Agreement or (ii) such Third-Party Claim would materially and could adversely affect in any material respect Buyer and or its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. The Indemnitor shall have the right, exercisable by notice to the Indemnitee within ten (a10) In business days of receipt of notice from the event Indemnitee of the commencement of or assertion of any Third-Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the Third Party Claim solely for monetary consideration) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. During such time as the Indemnitor is controlling the defense of such Third Party Claim, the Indemnifying PartyIndemnitee shall cooperate, at and cause its optionAffiliates, agents, licensees and sublicensees to cooperate upon request of the Indemnitor in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may assume reasonably be requested by the Indemnitor. If the Indemnitor does not notify the Indemnitee of the Indemnitor’s intent to defend any Third Party Claim within ten (10) business days after notice thereof, the Indemnitee may undertake the defense thereof with legal counsel reasonably acceptable of its choice upon notice to the Indemnified Party) Indemnitor and at its sole cost the Indemnitor’s reasonable expense (including reasonable, out-of-pocket attorneys’ fees and expense the defense costs and expenses of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party enforcement or defense). The Indemnitor or the Indemnifying Party; provided that Indemnitee, as the Indemnified Party case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense to participate (but not control) jointly with the Indemnifying Party in expense, the defense of any such Third-Party Claim. If the Indemnifying Party elects to undertake the defense of any Third-Third Party Claim hereunder, that the Indemnified other Party shall cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms is defending as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything provided in this Section 8.6 to the contrary, Buyer shall in all cases be entitled to control the defense of a Third-Party Claim if Buyer reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement or (ii) such Third-Party Claim would materially and adversely affect in any material respect Buyer and its Affiliates, taken as a whole, other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliates.

Control of Third-Party Claims. (a) In the event If any Indemnified Party receives notice of the assertion or commencement of any Third-Party ClaimClaim against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give to Buyer (if Buyer is the Indemnifying Party) or to the Seller Representative (if, at any Seller is the Indemnifying Party) prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its optionindemnification obligations, except and only to the extent that the rights or defenses available to such Indemnifying Party are actually materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail (to the extent known), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the liabilities or Damages that have been or may assume (with legal counsel reasonably acceptable be sustained by the Indemnified Party in respect of the Third-Party Claim. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party) at its sole cost and expense , to assume the defense of such any Third-Party Claim if it acknowledges at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party elects to assume the defense of any Third-Party Claim by delivery of a written notice to the Indemnified Party in writing acknowledging its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim, subject to Section 12.5(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and may assert any defense on behalf of the Indemnified Party or the Indemnifying Party; provided that the . The Indemnified Party shall have the right right, at its own expense cost and expense, to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunderwith counsel selected by it, subject to the Indemnified Party shall cooperate with Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party in the defense elects not to compromise or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall not be entitled to settle any defend such Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) If if the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall will not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, under this Agreement without the prior written consent of the Indemnifying Party (which will not be unreasonably withheld or delayed). (b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed); provided, conditioned however, the consent of the Indemnified Party shall not be required if: (i) the Indemnifying Party obtains a full release of the Third-Party Claim (and any other claims arising out of a proceeding related thereto), (ii) there is no finding or admission of any violation of Law by the Indemnified Party in such settlement and (iii) such firm settlement offer only involves monetary payment by the Indemnifying Party that does not exceed the remaining potential Damages payable by such Indemnifying Party under this Agreement. If the Indemnified Party has assumed the defense pursuant to Section 12.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding anything in this Section 8.6 12.5 to the contrary, Buyer shall will in all cases be entitled to control the defense of a Third-Party Claim if (i) Buyer reasonably believes (iA) such Third-Party Claim could result in liabilities thatwhich, taken together with other then-then outstanding Claims by Buyer under this Agreement, could exceed the remaining potential Damages payable by the Sellers under this Agreement Agreement, or the amount that Buyer believes they will be able to collect from the Sellers under this Agreement, (iiB) such Third-Party Claim would materially and could adversely affect in any material respect Buyer and or any of its Affiliates, taken as a whole, Affiliates other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer or its Affiliatesany of its’ Affiliates or (ii) such Third-Party Claim relates to any of the Identified Matters.

Control of Third-Party Claims. (a) In the event of the assertion of any Third-Party Claim, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) at its sole cost and expense the defense of such Third-Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim and may assert any defense of the Indemnified Party or the Indemnifying Party; provided that the Indemnified Party shall have has the right at its own expense to participate (but not control) jointly with the Indemnifying Party in the defense of any such Third-Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third-Party Claim hereunder, the Indemnified Party shall must cooperate with the Indemnifying Party in the defense or settlement of the Third-Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall is not be entitled to settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall may not be unreasonably withheld, conditioned or delayed. (b) If the Indemnifying Party, by the 30th day after receipt of written notice of any Third-Party Claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such Third-Party Claim) ), does not assume actively and in good faith the defense of any such Third-Party Claim or action resulting therefrom, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such Third-Party Claim or litigation, after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be is entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall may not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall may not be unreasonably withheld, conditioned conditioned, or delayed). (c) Notwithstanding anything in this Section 8.6 6.8 to the contrary, Buyer shall Lxxxx is in all cases be entitled to control the defense of a Third-Party Claim if Buyer Lxxxx reasonably believes (i) such Third-Party Claim could result in liabilities that, taken together with other then-then outstanding Claims claims by Buyer Lxxxx under this Agreement, could exceed the remaining potential Damages payable by amount that Lxxxx believes it will be able to collect from the Sellers Stockholders under this Agreement or (ii) such Third-Party Claim would materially and could adversely affect effect in any material respect Buyer and Lxxxx or its Affiliates, taken as a whole, Affiliates (including the Surviving Corporation) other than as a result of money damages or if injunctive or other non-monetary relief has been sought against Buyer Lxxxx or its AffiliatesAffiliates (including the Surviving Corporation).