Common use of Defense or Prosecution of Claims Clause in Contracts

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “Indemnified Party”) shall deliver a written claim for indemnification to an indemnifying party or parties (individually or collectively, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third party, or if there is any claim against a third party, the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless (i) such claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between Seller and Buyer in the defense or prosecution of such claim. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecution. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller and Buyer shall cooperate in:the defense or prosecution thereof and shall furnish such records and information and attend’at such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to the applicable Circle K Indemnified Party or CrossAmerica Indemnified Party seeking indemnification hereunder (as applicable, the “"Indemnified Party”") shall deliver a written claim for indemnification to an the indemnifying party or parties (individually or collectivelyas the case may be, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its affiliates (including, without limitation, any third partygovernmental or regulatory authority, a "Third Party"), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a "Third Party Claim"), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within 15 days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecutionthereof. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to the applicable Buyer Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (as applicable, the “"Indemnified Party”") shall deliver a written claim for indemnification to an the indemnifying party or parties (individually or collectivelyas the case may be, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its affiliates (including, without limitation, any third partygovernmental or regulatory authority, a "Third Party"), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a "Third Party Claim"), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within 15 days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecutionthereof. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a the party entitled to indemnification hereunder under Section 7.1 or 7.2 (the “"Indemnified Party”") shall deliver a written claim for indemnification to an indemnifying the party obligated to indemnify under Section 7.1 or parties 7.2 (individually or collectively, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third party, or if there is any claim against a third party, the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless (i) such claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between Seller and Buyer in the defense or prosecution of such claim. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecution. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller Indemnifying Party and Buyer Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend at such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to the applicable Sellers Indemnified Party or CrossAmerica Indemnified Party seeking indemnification hereunder (as applicable, the “Indemnified Party”) shall deliver a written claim for indemnification to an the indemnifying party or parties (individually or collectivelyas the case may be, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom; provided, however, that the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all material information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its affiliates (including, without limitation, any third partygovernmental or regulatory authority, a “Third Party”), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a “Third Party Claim”), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within 15 days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnified Party shall have the right, but not the obligation, to participate in the defense or prosecution of such claim but the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs thereof; provided, however, that the Indemnifying Party shall pay the fees and expenses of investigation separate counsel for the Indemnified Party if (i) the Indemnifying Party has agreed to pay such fees and any costs incurred in expenses, (ii) counsel for the course Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) there are defenses to such defense claim or prosecutionproceeding that are only available to the Indemnified Party. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall use commercially reasonable efforts upon the reasonable request of such other party to cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), other than any claim or demand as to which the Indemnifying Party (y) shall not have assumed the defense or prosecution thereofthereof or (z) fails to timely defend, contest or otherwise protect the Indemnified Party. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person or state of fault on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “applicable Indemnified Party”) Party shall deliver a written claim for indemnification to an indemnifying party or parties (individually or collectively, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its Affiliates (including any third partyGovernmental Authority, a “Third Party”), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a “Third Party Claim”), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an orderOrder, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently; provided, however, Section 6.10 (and not this Section 8.5) shall apply and control with respect to any Third Party Claim relating to Taxes. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecutionthereof. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all Liabilities relating to the claim, and involves no finding or admission of any violation of Law or the rights of any Person on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “applicable Indemnified Party”) Party shall deliver a written claim for indemnification (an "Indemnification Claim") to an indemnifying party or parties the applicable Seller (individually or collectively, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom, provided that any failure to give such notification on a timely basis shall not relieve the Sellers from their obligation provide indemnification hereunder except to the extent that such failure to provide such notification actually and materially prejudices the ability of the applicable Seller or Sellers to defend against any such claim. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third partyparty (other than any audit of Buyer or the Company subject to Section 6.4 hereof), or if there is any claim against a third party, the Indemnifying Party may, at its his option, assume the defense or the prosecution thereof, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's sole cost and expense of the Indemnifying Partyexpense, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party, within 15 days after the Indemnified Party has delivered the applicable Indemnification Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party Buyer shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party or the Company, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts the defense of the third party claim actively and diligently. After any assumption of the defense or prosecution of any claim by the an Indemnifying Party, it the Indemnifying Party shall not be liable to the any Indemnified Party for any legal expenses thereafter incurred by the any Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecution. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller and Buyer the parties shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The An Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, an Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party, unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full, general and unconditional release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to the applicable Circle K Indemnified Party or CrossAmerica Indemnified Party seeking indemnification hereunder (as applicable, the “"Indemnified Party”") shall deliver a written claim for indemnification to an the indemnifying party or parties (individually or collectivelyas the case may be, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom; provided, however, that the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all material information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its affiliates (including, without limitation, any third partygovernmental or regulatory authority, a "Third Party"), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a "Third Party Claim"), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within 15 days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnified Party shall have the right, but not the obligation, to participate in the defense or prosecution of such claim but the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs thereof; provided, however, that the Indemnifying Party shall pay the fees and expenses of investigation separate counsel for the Indemnified Party if (i) the Indemnifying Party has agreed to pay such fees and any costs incurred in expenses, (ii) counsel for the course Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) there are defenses to such defense claim or prosecutionproceeding that are only available to the Indemnified Party. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall use commercially reasonable efforts upon the reasonable request of such other party to cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), other than any claim or demand as to which the Indemnifying Party (y) shall not have assumed the defense or prosecution thereofthereof or (z) fails to timely defend, contest or otherwise protect the Indemnified Party. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person or state of fault on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of a party entitled to indemnification (the “Indemnified Party”) discovers grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “Indemnified Party”) Party shall deliver a written claim for indemnification to an indemnifying the other party or parties (individually or collectively, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third party, or if there is any claim against a third party, the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless (i) such claim seeks an order, injunction or other equitable relief against the Indemnified Party, Party or (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between Seller Indemnifying Party on the one hand, and Buyer Indemnified Party, on the other hand, in the defense or prosecution of such claim. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and oversite and any costs incurred in the course of such defense or prosecution. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller Indemnifying Party and Buyer Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend at such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “applicable Indemnified Party”) Party shall deliver a written claim for indemnification to an indemnifying party or parties (individually or collectively, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of a claim or demand made by any person other than the claim of Indemnified Party or its affiliates (including, any third partyGovernmental Entity, a “Third Party”), or if in response to any such claim or demand there is any claim or demand made against a third partyThird Party (any such claim or demand by or against a Third Party being a “Third Party Claim”), then the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim seeks involves only money damages and does not seek an order, injunction or other equitable relief against the any Indemnified Party, (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between Seller the Indemnifying Party, on the one hand, and Buyer the Indemnified Party, on the other hand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecutionthereof. In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller the Indemnifying Party and Buyer the Indemnified Party shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), other than any claim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any violation of law or the rights of any person on the part of any Indemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “Indemnified Party”) Vendor shall deliver a written claim for indemnification to an indemnifying party or parties the Company (individually or collectively, the “"Indemnifying Party”"), specifying in reasonable detail the basis therefor therefore and, if known, the amount, or an estimate of the amount, of the Losses arising therefromthere from. Thereafter, the Indemnified Party Vendor shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third party, or if there is any claim against a third party, the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, with counsel reasonably satisfactory to the Indemnified PartyVendor, at the sole cost and expense of the Indemnifying Party, unless (i) such claim seeks an order, injunction or other equitable relief against the Indemnified Party, Vendor or (ii) such claim is in respect of any Environmental Matters, or (iii) the Indemnified Party Vendor shall have reasonably concluded that there is a conflict of interest between Seller Indemnifying Party, on the one hand, and Buyer Vendor, on the other hand, in the defense or prosecution of such claim, provided that in either of such events, Indemnifying Parties may participate in the proceeding. After any assumption of the defense or prosecution of any claim by the Indemnifying Party, it they shall not be liable to the Indemnified Party Vendor for any legal expenses thereafter incurred by the Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense or prosecutionVendor. In any such event, whether or not the Indemnifying Party does do so assume the defense or prosecution thereof, Seller Indemnifying Party and Buyer Vendor shall cooperate in:in the defense or prosecution thereof and shall furnish such records and information and attend’at attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand that is settled by the Indemnified Party Vendor without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), other than any claim or demand as to which the Indemnifying Party Seller shall not have assumed the defense or prosecution thereof.