Common use of General Procedures for Indemnification Clause in Contracts

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that only if such Third-Party Claim (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If ; provided further, that in the case where Seller is the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then as additional requirements in addition to the Indemnified Party foregoing, the Seller shall have the right only be permitted to assume and control the defense or the settlement against of such Third Third-Party Claim. In Claim in the event that any party exercises its right the monetary damages that are sought (or that would reasonably be expected to undertake any be sought) in connection with such defense against any Third Third-Party Claim as provided above, then do not exceed the Cap Amount or such lesser remaining amount after deducting therefrom the amount of all other parties shall cooperate in such defense previously paid and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.outstanding unpaid and/or unresolved claims pursuant to

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information available to the Indemnified Party with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and only to the extent that the Indemnifying Party has suffered actual and material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) 20 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “"Third-Party Claim”"), to assume at the Indemnifying Party's expense the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s 's possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) 20 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty ten (2010) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control control, at its expense, the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If , provided that in such notice the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against acknowledges responsibility for such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that only if such Third-Party Claim (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages; provided further, that in the case where Seller is the Indemnifying Party, as additional requirements in addition to the foregoing, the Seller shall only be permitted to assume the defense of such Third-Party Claim in the event that the monetary damages that are sought (or that would reasonably be expected to be sought) in connection with such Third-Party Claim do not exceed the Cap Amount or such lesser remaining amount after deducting therefrom the amount of all other previously paid and outstanding unpaid and/or unresolved claims pursuant to this Article 9. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that only if such Third-Party Claim (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages; provided further, that in the case where Seller is the Indemnifying Party, as additional requirements in addition to the foregoing, the Seller shall only be permitted to assume the defense of such Third-Party Claim in the event that the monetary damages that are sought (or that would reasonably be expected to be sought) in connection with such Third-Party Claim do not exceed the Cap Amount or such lesser remaining amount after deducting therefrom the amount of all other previously paid and outstanding unpaid and/or unresolved claims pursuant to this Article 9. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party Except as provided in Section 11.04, the party seeking indemnification for Damages under this Agreement shall promptly notify Section 11.02 (the "INDEMNIFIED PARTY") agrees to give notice to the party against whom indemnification indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") within 30 days of the payment of any Loss, the assertion of any claim, or the commencement of any audit or investigation of a Governmental Bodysuit, action, suit action or proceeding by (including any Third Party, Tax audit) in respect of which indemnity may be sought hereunder and shall give under this Section (a "CLAIM NOTICE"). The failure to provide such Claim Notice to the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and its obligations hereunder, except to the extent that such failure shall have materially and adversely prejudiced as to the indemnified claim the Indemnifying Party has suffered material prejudice by such failure). If Party; PROVIDED that after six months have passed since the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Partydate notice should have been given, then the Indemnifying Party shall have been deemed materially and adversely prejudiced. In the rightabsence of a timely Claim Notice, but not the obligationIndemnifying Party shall have no obligation to pay any costs of defense. The Indemnifying Party may, exercisable by written notice at its option, participate in and, except as otherwise provided below, control the defense of any such suit, action or proceeding at its own expense with counsel reasonably satisfactory to the Indemnified Party within twenty (20) days of receipt of notice from the Party. The Indemnified Party of shall be entitled to participate in the commencement of or assertion defense of any claim, action, suit litigation or proceeding (including an audit in respect of which indemnification may be sought under this Section and to employ counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnified Party. The Indemnifying Party shall not be liable under this Section for any settlement or investigation admission of a Governmental Body) by a Third Party liability effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim hereunder; PROVIDED that (i) involves (consent of the Indemnifying Party shall not be required with respect to any such settlement or admission of liability unless the Indemnifying Party agrees not to assert that the Damages with respect to which indemnification is sought under this Section is not within the ambit of this Section, and continues to involve) solely money damages, or (ii) in any case in which the Indemnifying Party provides such written consent, the Indemnifying Party shall be deemed to have agreed that it will not assert that any Damages with respect to which indemnification is sought under this Section is not within the ambit of this Section. The Indemnifying Party shall not enter into or consent to any settlement with respect to which indemnification is sought under this Section without the prior written consent of the Indemnified Party, unless (i) such settlement involves (and continues to involve) claims for both only the payment of money damages concurrently with such settlement, (ii) such settlement would not adversely affect the Tax liability of the Indemnified Party or any of its Affiliates, (iii) such settlement does not impose any injunction or other equitable relief upon the Indemnified Party, (iv) such settlement does not require any admission or acknowledgment of liability or fact of the Indemnified Party and (v) such settlement contains an unconditional release of the Indemnified Party in respect of such claim. On any matter in which consent is required hereunder, such consent shall not be unreasonably withheld or delayed, and except to the extent such settlement materially interferes with the operation of the Business, materially reduces the value of any owned real property or materially adversely affects the Tax liability of the Indemnified Party or any of its Affiliates, if the Indemnified Party refuses to consent to a settlement of a claim which the Indemnifying Party has acknowledged and agreed to pay, any Damages suffered by the Indemnifying Party in excess of the settlement amount shall be the sole responsibility of the Indemnified Party. Notwithstanding anything in this Agreement to the contary, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any claim, litigation or proceeding in respect of which indemnification may be sought under this Section if (i) such claim, litigation or proceeding relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) such claim, litigation or proceeding seeks an injunction or equitable relief against the Indemnified Party that cannot be severedParty, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If (iii) the Indemnifying Party has failed or is failing to prosecute or defend vigorously such claim, litigation or proceeding or (iv) the Indemnifying Party (x) makes a general assignment for the benefit of creditors, (y) commences any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all of any substantial part of its property, or (z) become the subject of any proceeding referred to in clause (x) or (y) which is not acknowledged in writing dismissed within 60 days of its obligation filing or entry. Buyers shall provide and shall cause each Company or Subsidiary to indemnify in full provide to Seller and Seller's professional advisers such information and reasonable access upon reasonable notice to premises and personnel and to any relevant assets, documents and records within their power, possession or control (other than any such documents or records which are privileged or confidential) for the Indemnified Party, then purpose of investigating the Indemnified Party indemnity claim and enabling Seller to take such action as referred to below as Seller may reasonably require and shall have the right allow Seller and any advisers to assume and control the defense take copies of any relevant documents or the settlement against such Third Party Claimrecords. In respect of any indemnity claim, Buyers and Seller shall in good faith consider entering into a joint defense agreement where appropriate. Buyer shall and shall cause the event relevant Company, Subsidiary and/or Affiliate of Buyer to use any reasonable best efforts to take such action and give such information and assistance in order to avoid, dispute, resist, settle, compromise, defend or appeal any indemnity claim in respect thereof or adjudication with respect thereto as Seller may reasonably require. Buyers shall give or cause to be given to Seller all such assistance as Seller may reasonably require so that any party exercises its right Seller may dispute, resist, appeal, compromise, defend or remedy the indemnity claim or to undertake any such defense enforce against any Third Party Claim as provided above, then third party the other parties shall cooperate rights of any Company or Subsidiary in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required relation to by the party conducting the defense.indemnity claim. Seller shall:

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “"Third-Party Claim”"), to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against of such Third Third-Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s 's possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) 20 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “"Third-Party Claim”"), to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall Agere Systems Proprietary have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s 's possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that only if such Third-Party Claim (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages; provided further, that in the case where Seller is the Indemnifying Party, as additional requirements in addition to the foregoing, the Seller shall only be permitted to assume the defense of such Third-Party Claim in the event that the monetary damages that are sought (or that would reasonably be expected to be sought) in connection with such Third-Party Claim do not exceed the Cap Amount or such lesser remaining amount after deducting therefrom the amount of all other previously paid and outstanding unpaid and/or unresolved claims pursuant to this Article 9. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Third-Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that only if such Third-Party Claim (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages; provided further, that in the case where Seller is the Indemnifying Party, as additional requirements in addition to the foregoing, the Seller shall only be permitted to assume the defense of such Third-Party Claim in the event that the monetary damages that are sought (or that would reasonably be expected to be sought) in connection with such Third-Party Claim do not exceed the Cap Amount or such lesser remaining amount after deducting therefrom the amount of all other previously paid and outstanding unpaid and/or unresolved claims pursuant to this Article 9. If the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then the Indemnified Party shall have the right to assume and control the defense or the settlement against such Third Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the party against whom indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Partythird party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty thirty (2030) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party third party in respect of which indemnity may be sought hereunder (a “"Third-Party Claim”"), to assume the defense and control the settlement of such Third-Party Claim (with counsel reasonably acceptable to the Indemnified Party) that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party third party and the claims for equitable relief are incidental to the claims for money damages. If damages and, such equitable relief, if reasonably expected to be awarded, would not be reasonably expected to be material to Buyer; provided, however, that the Indemnifying Party has shall not acknowledged in writing its obligation impair the defense of the Indemnified Party with respect to indemnify in full any claims for equitable relief against the Indemnified Party, then . Failure by the Indemnifying Party to so notify the Indemnified Party shall have be deemed a waiver by the Indemnifying Party of its right to assume and control the defense or the settlement against of such Third Third-Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.39

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification (other than for claims under Section 9.2 or 9.3 relating to Taxes, as to which Section 9.4, and not the remainder of this Section 9.5, shall govern) under this Agreement shall promptly notify in writing the party against whom indemnification is sought (the “"Indemnifying Party”") of the assertion (and basis) of any claim, or the commencement (and basis) of any audit or investigation of a Governmental Body, action, suit or proceeding Action by any Third Party, Party in respect of which indemnity may be sought hereunder (a "Third-Party Claim"), and shall will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty thirty (2030) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and defense, through counsel reasonably acceptable to the Indemnified Party. Furthermore, the Indemnifying Party shall have sole control of the settlement of any such Third-Party Claim that (i) involves (and continues to involve) solely money damages, damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If Failure by the Indemnifying Party has not acknowledged in writing its obligation to indemnify in full the Indemnified Party, then so notify the Indemnified Party shall have be deemed a waiver by the Indemnifying Party of its right to assume and control the defense or the settlement against of such Third Third-Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty thirty (2030) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim (with counsel reasonably acceptable to the Indemnified Party) that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If damages and, such equitable relief, if reasonably expected to be awarded, would not be reasonably expected to be material to Buyer; provided, however, that the Indemnifying Party has shall not acknowledged in writing its obligation impair the defense of the Indemnified Party with respect to indemnify in full any claims for equitable relief against the Indemnified Party, then . Failure by the Indemnifying Party to so notify the Indemnified Party shall have be deemed a waiver by the Indemnifying Party of its right to assume and control the defense or the settlement against of such Third Third-Party Claim. In the event that any party exercises its right to undertake any such defense against any Third Party Claim as provided above, then the other parties shall cooperate in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defense.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any audit or investigation of a Governmental Body, action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party, then the The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty thirty (2030) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim (with counsel reasonably acceptable to the Indemnified Party) that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damages. If damages and, such equitable relief, if reasonably expected to be awarded, would not be reasonably expected to be material to Buyer; provided, however, that the Indemnifying Party has shall not acknowledged in writing its obligation impair the defense of the Indemnified Party with respect to indemnify in full any claims for equitable relief against the Indemnified Party. Failure by the Indemnifying Party to so notify the Indemnified Party shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such Third-Party Claim. Notwithstanding anything to the contrary contained herein, in the event that an Indemnified Party determines in its reasonable judgment that there is a reasonable probability that a claim may materially adversely affect it, the Business or the Purchased Assets or its rights under this Agreement other than as a result of monetary damages for which it would be entitled to indemnification (in full) under this Agreement, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend such claim (with counsel reasonably acceptable to the Indemnifying Party) and the right to compromise or settle such claim, and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. In all such cases, the Indemnifying Party will have the right to assume and control participate, at its own expense, in the defense or settlement of such claim with counsel reasonably satisfactory to the settlement against such Third Party ClaimIndemnified Party. In the event that any The party exercises its right to undertake any controlling such defense against any Third Party Claim as provided above, then shall keep the other parties party advised of the status of such action, suit or proceeding and the defense thereof and shall cooperate consider in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to good faith recommendations made by the other party conducting the defensewith respect thereto.

General Procedures for Indemnification. (a) The Procedures Relating to Indemnification. In order for the Indemnified Party seeking to be entitled to any indemnification provided for under this Agreement shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) in respect of, arising out of the assertion of any claim, or the commencement of any audit or investigation of involving a Governmental Body, action, suit or proceeding Claim made by any Person against the Indemnified Party (each, a "Third PartyParty Claim"), in respect of which indemnity may be sought hereunder and shall give such Indemnified Party must notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim within ten (10) Business Days after receipt by such information with respect thereto as Indemnified Party of written notice of the Indemnifying Third Party may reasonably requestClaim; provided, but that the failure of the Indemnified Party to give such notice in the manner specified above shall not relieve the Indemnifying Party of any liability hereunder (unless and its obligations under this Article 8 except to the extent (if any) that the Indemnifying Indemnified Party has suffered material prejudice by such failure)shall have been materially prejudiced thereby. If the Indemnifying Party acknowledges does not object in writing to such indemnification claim within thirty (30) days of the Indemnifying Party's knowledge of its obligation to indemnify receipt of notice thereof, the Indemnified PartyParty shall be entitled to recover promptly from the Indemnifying Party the amount of such claim, then and no later objection by the Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding (including an audit or investigation of a Governmental Body) by a Third Party in respect of which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages, or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the claims for equitable relief are incidental to the claims for money damagespermitted. If the Indemnifying Party agrees that it has not acknowledged in writing its an indemnification obligation but objects that it is obligated to indemnify in full pay only a lesser amount, the Indemnified Party shall nevertheless be entitled to recover promptly from the Indemnifying Party the lesser amount, without prejudice to the Indemnified Party's claim for the difference. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and to assume the defense thereof with counsel selected by the Indemnifying Party which is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably determines in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and disbursements of one such separate counsel. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to assume and control participate in the defense or thereof and to employ counsel, at its own expense (subject to the settlement against preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such Third defense. The Indemnifying Party Claim. In shall be liable for the event that fees and expenses of counsel employed by the Indemnified Party for any party exercises its right period during which the Indemnifying Party has failed to undertake any such assume the defense against any thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above, then ). All attorneys' fees and expenses shall count towards the other parties shall cooperate indemnity limit specified in such defense and make available at such cooperating party expense all witnesses, pertinent records, materials and information in such party’s possession and control relating thereto as is reasonably required to by the party conducting the defenseSection 8.2(f).