Common use of Indemnification Against Third-Party Claims Clause in Contracts

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party (the "INDEMNITEE") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITOR"), the Indemnitee shall give notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereof, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (the a "INDEMNITEETenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITORLandlord Fault Claim"), Tenant shall be responsible for the Indemnitee Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall give notice to that effect be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims each party shall be responsible for the claim in the proportion such party's fault bears to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the Indemnitee's approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to participate in defend it) up to the defence, compromise or settlement limits of the Third Party Claimindemnification's set forth in this paragraph, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and above, except that in the case of asbestos claimsclaims which are both Tenant Fault Claims and Landlord Fault Claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee each party shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent responsible for such party's own costs of the Indemnitee (which consent legal defense. Tort Indemnity shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of owed to the extent that the party owing the indemnification has been prejudiced by any violation of law or any violation failure of the rights of any person by party seeking the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant indemnification to give Notice to the provisions other party within a reasonable time after said party becomes aware of Section 12.5.2 hereof, a claim in which the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses other party may owe an indemnity obligation under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defencethis paragraph. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (the a "INDEMNITEETenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITORLandlord Fault Claim"), Tenant shall be responsible for the Indemnitee Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall give notice to that effect be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims Each party shall be responsible for the claim in the proportion such party's fault bears to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the Indemnitee's approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to participate in defend it) up to the defence, compromise or settlement limits of the Third Party Claimindemnification's set forth in this paragraph, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and above, except that in the case of asbestos claimsclaims which are both Tenant Fault Claims and Landlord Fault Claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee each party shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent responsible for such party's own costs of the Indemnitee (which consent legal defense. Tort Indemnity shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of owed to the extent that the party owing the indemnification has been prejudiced by any violation of law or any violation failure of the rights of any person by party seeking the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant indemnification to give Notice to the provisions other party within a reasonable time after said party becomes aware of Section 12.5.2 hereof, a claim in which the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses other party may owe an indemnity obligation under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.this paragraph. PAGE 16

Indemnification Against Third-Party Claims. 12.5.1 (a) Promptly upon receipt by either Party any of the Buyer Indemnified Persons or the Shareholder Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party Buyer or the Shareholder (in this Section referred to as the "INDEMNITOR")) pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than ten (10) 30 days after receipt giving of the notice described in Section 12.5.1 hereof 7.4 to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of limit in any violation of law or any violation of way the rights of any person by Indemnitee's right to indemnification pursuant to the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionprovisions hereof. 12.5.3 (c) Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofas aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. 12.5.4 (d) The final determination of any such Third Party Claim, including all related costs costs, attorneys' fees and expenses, shall be binding and conclusive upon the Parties Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of such Third Party Claim against the IndemnitorIndemnitor hereunder. Notwithstanding any provision of this Section 7.4, the Indemnitor may not consent to any settlement of a Third Party Claim if the terms of such settlement require the Indemnitee to act or refrain from acting, without the prior written consent of the Indemnitee. 12.5.5 (e) Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereof7.4, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 7.4.1 Promptly upon receipt by either Party any of the SGF Sante Indemnified Persons or the Corporation Indemnified Persons (in this section referred to as the "INDEMNITEEIndemnitee") of a notice of any Third demand or statement: (a) by or on behalf of any Person or entity other than SGF Sante or the Corporation; and (b) which, if maintained or enforced, will or might result in any Claim of the nature described in sections 7.2 or 7.3, ("Third-Party Claim Claim") in respect of which the Indemnitee proposes to demand indemnification from SGF Sante or the other Party Corporation and Draxis Health, as the case may be, (in this section referred to as the "INDEMNITORIndemnitor")) pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the 7.4.2 The Indemnitor shall have the right by written notice to the Indemnitee not later than ten (10) within 30 days after receipt of the giving of the notice described in Section 12.5.1 hereof subsection 7.4.1 to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Third-Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that without limiting in any way the Indemnitor shall have first delivered Indemnitee's right to Indemnitee a written acknowledgement by indemnification pursuant to the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionprovisions hereof. 12.5.3 7.4.3 Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofas aforesaid, the Indemnitor shall, at its expense, shall diligently proceed with the defence, compromise or settlement of the Third Third- Party Claim at Indemnitor's sole expense, including employment retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee. The Indemnitee shall cooperate fully, but at the sole expense of the Indemnitor, to make in making available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments control and take in taking such other steps as in the reasonable opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. The Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation. 12.5.4 7.4.4 The final determination of any such Third Third-Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties parties hereto, as to the validity or invalidity, as the case may be, of such Third Third-Party Claim against the IndemnitorIndemnitor hereunder. Notwithstanding any provision of this section 7.4, the Indemnitor may not consent to any settlement of a Third-Party Claim if the terms of such settlement require the Indemnitee to act or refrain from acting, without the prior written consent of the Indemnitee. 12.5.5 7.4.5 Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereofsubsection 7.4.2, the Indemnitee shall be entitled to make such settlement of the Third Third-Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Third-Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (the a "INDEMNITEETenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITORLandlord Fault Claim"), Tenant shall be responsible for the Indemnitee Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall give notice to that effect be responsible for the Tort Indemnify of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a), Landlord shall then be responsible to the Indemniteeextent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to participate in defend it) up to the defence, compromise or settlement limits of the Third Party Claimindemnifications set forth in this paragraph, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and above, except that in the case of asbestos claimsclaims which are both Tenant Fault Claims and Landlord Fault Claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee each party shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent responsible for such party's own costs of the Indemnitee (which consent legal defense. Tort Indemnity shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of owed to the extent that the party owing the indemnification has been prejudiced by any violation of law or any violation failure of the rights of any person by party seeking the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant indemnification to give Notice to the provisions other party within a reasonable time after said party becomes aware of Section 12.5.2 hereof, a claim in which the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses other party may owe an indemnity obligation under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defencethis paragraph. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party In the case of third party claims against Landlord arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a “Tenant Fault Claim”) and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a “Landlord Fault Claim”), Tenant shall be responsible for the "INDEMNITEE") Tort Indemnity of Landlord. In the event of a notice Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of any Third Party Claim Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a), Landlord shall then be responsible to the extent of the limit of Landlord’s public liability insurance coverage, and thereafter each party shall be responsible for the claim in respect the proportion such party’s fault bears to the total fault of which Landlord and Tenant. Each party shall be responsible for the Indemnitee proposes to demand indemnification from Tort Indemnity of the other Party party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Tort Indemnity” shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (the "INDEMNITOR"), the Indemnitee shall give notice to that effect counsel being subject to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the Indemnitee's right to participate in defend it) up to the defence, compromise or settlement limits of the Third Party Claimindemnifications set forth in this paragraph, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and above, except that in the case of asbestos claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party’s own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph. In addition, Landlord agrees to protect, defend, indemnify and hold harmless Tenant, and its authorized representatives, from all claims, shall assume) the control of the defencecosts (including attorneys’ and experts’ fees), compromise or settlement of the Third Party Claimexpenses, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, liabilities (i) arising from and out of any occurrence in the Indemnitee shall be entitled to meaningfully participate thereincommon areas of the Building, or Project; or (ii) no settlement resulting from the acts or compromise thereof may be effected (x) by the Indemnitor without the consent omissions of the Indemnitee (which consent shall not be unreasonably withheld Landlord, its authorized representatives, contractors, licensees and invitees; or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereof, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information arising from and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. 12.5.4 The final determination out of any such Third Party Claimbreach of Landlord’s representations, including all related costs and expenses, warranties or covenants under this Lease. Landlord’s obligations under this paragraph shall be binding and conclusive upon survive the Parties as to the validity expiration or invalidity, as the case may be, earlier termination of such Third Party Claim against the Indemnitorthis Lease. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party (a) If GoldQuest and the "INDEMNITEE"GoldQuest Entities on the one hand, and GoldQuest on the other hand, as the case may be (each an “Indemnitee”) of a receives notice of any proceeding commenced in connection with a third party claim (a “Third Party Claim in respect of Claim”) for which the Indemnitee proposes to demand indemnification from the other a Party (the "INDEMNITOR"“Indemnitor”), the Indemnitee shall give promptly provide notice to the Indemnitor; provided that effect failure to notify the Indemnitor of its obligations will not relieve the Indemnitor of any liability it may have to the Indemnitor with reasonable promptnessIndemnitee except to the extent that the defence or such action is prejudiced by the Indemnitee’s failure to give such notice. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the (b) The Indemnitor shall have the right right, by notice to the Indemnitee given not later than ten thirty (1030) days after receipt of the notice described in Section 12.5.1 hereof above, to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that that: (i) such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate thereinIndemnitee; (ii) no settlement or compromise thereof may be effected (x) by such assumption shall include an acknowledgement from the Indemnitor without that it is liable to the consent Indemnitee for the full amount of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the IndemnitorThird Party Claim; and (iii) the Indemnitor shall, from time to time, at the Indemnitee’s request, give security against any costs or other liabilities to which the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionbe or become exposed. 12.5.3 (c) Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofIndemnitor, the Indemnitor shall, at its expense, shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor's ’s sole expense, including employment the retaining of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee. The Indemnitee shall cooperate co-operate fully, but at the expense of the Indemnitor, to and will make available to the Indemnitor all pertinent relevant information and witnesses under the Indemnitee's control, ’s control and make such assignments and take such other steps as are, in the opinion of counsel for the Indemnitor are Indemnitor, necessary to enable the Indemnitor to conduct such defence, provided always that (i) no admission of fault shall be made by or on behalf of an Indemnitee without the written consent of the Indemnitee, and (ii) the Indemnitee shall not be obliged to take any measures which, in the reasonable opinion of the Indemnitee’s legal counsel, could be prejudicial or unfavourable to the Indemnitee. 12.5.4 (d) The final determination of any such Third Party Claim, including all related costs and expenses, shall will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 (e) Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereofthis Section, the Indemnitee shall be entitled to make such may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and such shall be entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnitor’s sole expense, and any settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor, subject to the right of the Indemnitor to dispute that an indemnification is required pursuant to this Agreement.

Indemnification Against Third-Party Claims. 12.5.1 8.5.1 Promptly upon receipt by either a Party (herein referred to as the "INDEMNITEEIndemnitee") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITORIndemnitor"), the Indemnitee shall give a reasonably detailed notice to that effect together with all relevant supporting documents to the Indemnitor with reasonable promptness; provided, however, that failure to give or delay in giving such notice shall not relieve the Indemnitor of its obligations hereunder except and solely to the extent of any prejudice caused to the Indemnitor by such failure or delay. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the 8.5.2 The Indemnitor shall have the right right, by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof Subsection 8.4.1, to assume (and in the case of asbestos claims, shall assume) the control of the defencedefense, compromise or settlement of the Third Party Claim, provided that that: 8.5.2.1 such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that Indemnitee; and 8.5.2.2 the Indemnitor shall have first delivered at the Indemnitee's request furnish it with reasonable security against any costs or other liabilities to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof which it may be effected (x) or become exposed by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence reason of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actiondefense, compromise or settlement. 12.5.3 8.5.3 Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofas aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defencedefense, compromise or settlement of the Third Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate co-operate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defencedefense, provided always that the Indemnitee (i) shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation, and (ii) shall not be obliged to take any measures which, in the opinion of the Indemnitee's legal counsel, could be prejudicial or unfavorable to the Indemnitee. 12.5.4 8.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall will be binding and conclusive upon the Parties hereto and upon the Corporation as to the validity or invalidity, as the case may be, of such Third Party Claim against the IndemnitorIndemnitor hereunder. 12.5.5 8.5.5 Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereofSubsection 8.4.2, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor, subject to the right of the Indemnitor to dispute in accordance with Section 11.10 herewith that an indemnification is due pursuant to Section 8.2 or Section 8.3.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (the a "INDEMNITEETenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITORLandlord Fault Claim"), Tenant shall be responsible for the Indemnitee Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall give notice be responsible for the Tort Indemnity of Tenant (provided for the avoidance of doubt, a Landlord Fault Claim shall not include any claim or liability related to that effect or arising out of any duty or act to be performed by the Tenant under this Lease, e.g., Tenant’s duties regarding maintenance, repair and conduct under Section 6.06 of this Lease). In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice extent of the limit of public liability insurance coverage required to be maintained by Tenant under Subsection 7.01, Landlord shall then be responsible to the Indemniteeextent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Tort Indemnity” shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to participate in defend it) up to the defence, compromise or settlement limits of the Third Party Claimindemnifications set forth in this Section, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and above, except that in the case of asbestos claimsclaims which are both Tenant Fault Claims and Landlord Fault Claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee each party shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent responsible for such party's own costs of the Indemnitee (which consent legal defense. Tort Indemnity shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of owed to the extent that the party owing the indemnification has been prejudiced by any violation of law or any violation failure of the rights of any person by party seeking the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such action. 12.5.3 Upon the assumption of control by the Indemnitor pursuant indemnification to give Notice to the provisions other party within a reasonable time after said party becomes aware of Section 12.5.2 hereof, a claim in which the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses other party may owe an indemnity obligation under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.this Section.‌ ARTICLE VIII ASSIGNMENTS AND SUBLEASES‌‌‌

Indemnification Against Third-Party Claims. 12.5.1 (a) Promptly upon receipt by either Party any of the Purchaser Indemnified Persons or the Vendor Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any Third Party third party Claim (a "THIRD PARTY CLAIM") in respect of which the Indemnitee proposes to demand indemnification from the other Party Purchaser or Vendor Parties (in this Section referred to as the "INDEMNITOR")) pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than ten (10) 30 days after receipt giving of the notice described in Section 12.5.1 hereof subsection 6.4(a) to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of limit in any violation of law or any violation of way the rights of any person by Indemnitee's right to indemnification pursuant to the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionprovisions hereof. 12.5.3 (c) Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofas aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. 12.5.4 (d) The final determination of any such Third Party Claim, including all related costs costs, attorneys' fees and expenses, shall be binding and conclusive upon the Parties Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of such Third Party Claim against the IndemnitorIndemnitor hereunder. Notwithstanding any provision of this Section 6.4, the Indemnitor may not consent to any settlement of a Third Party Claim if the terms of such settlement require the Indemnitee to act or refrain from acting, without the prior written consent of the Indemnitee. 12.5.5 (e) Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereofsubsection 6.4(b), the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party (the "INDEMNITEE"a) If any of a CEI and Asia Sixth, or their respective Affiliates or assigns (in this instance an “Indemnitee”) receives notice of any proceeding commenced in connection with a third party claim (a “Third Party Claim in respect of Claim”) for which the Indemnitee proposes to demand indemnification from the any other Party (the "INDEMNITOR"“Indemnitor”), the Indemnitee shall give promptly provide notice to the Indemnitor; provided that effect failure to notify the Indemnitor of its obligations will not relieve the Indemnitor of any liability it may have to the Indemnitor with reasonable promptnessIndemnitee except to the extent that the defence or such action is prejudiced by the Indemnitee’s failure to give such notice. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the (b) The Indemnitor shall have the right right, by notice to the Indemnitee given not later than ten thirty (1030) days after receipt of the notice described in Section 12.5.1 hereof above, to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that that: (i) such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate thereinIndemnitee; (ii) no settlement or compromise thereof may be effected (x) by such assumption shall include an acknowledgement from the Indemnitor without that it is liable to the consent Indemnitee for the full amount of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the IndemnitorThird Party Claim; and (iii) the Indemnitor shall, from time to time, at the Indemnitee’s request, give security against any costs or other liabilities to which the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionbe or become exposed. 12.5.3 (c) Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofIndemnitor, the Indemnitor shall, at its expense, shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor's ’s sole expense, including employment the retaining of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee. The Indemnitee shall cooperate co-operate fully, but at the expense of the Indemnitor, to and will make available to the Indemnitor all pertinent relevant information and witnesses under the Indemnitee's control, ’s control and make such assignments and take such other steps as are, in the opinion of counsel for the Indemnitor are Indemnitor, necessary to enable the Indemnitor to conduct such defence, provided always that (i) no admission of fault shall be made by or on behalf of an Indemnitee without the written consent of the Indemnitee, and (ii) the Indemnitee shall not be obliged to take any measures which, in the reasonable opinion of the Indemnitee’s legal counsel, could be prejudicial or unfavourable to the Indemnitee. 12.5.4 (d) The final determination of any such Third Party Claim, including all related costs and expenses, shall Claim will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 (e) Should the Indemnitor fail to defend give notice to the Indemnitee as provided in Section 12.5.2 hereofthis Section, the Indemnitee shall be entitled to make such may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and such shall be entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnitor’s sole expense, and any settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor, subject to the right of the Indemnitor to dispute that an indemnification is required pursuant to this Agreement.

Indemnification Against Third-Party Claims. 12.5.1 Promptly upon receipt by either Party The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and each Issuer and their respective Affiliates, and the directors, officers, employees, Administrative Agents, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to Loans and Letters of Credit)) (each of the foregoing being an "INDEMNITEEIndemnitee") of a notice from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any Third Party Claim in respect kind or nature (including fees and disbursements of counsel to any such Indemnitee) which the Indemnitee proposes to demand indemnification from the other Party (the "INDEMNITOR")may be imposed on, the Indemnitee shall give notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise incurred by or settlement of the Third Party Claim, the Indemnitor shall have the right by notice to the Indemnitee not later than ten (10) days after receipt of the notice described in Section 12.5.1 hereof to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that asserted against any such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with or arising out of any Legal Proceeding, whether or not any such action. If Indemnitee is a party thereto, whether direct, indirect or consequential and whether based on any Requirement of Law or a Contractual Obligation or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement use or compromise thereof may be effected (x) by the Indemnitor without the consent intended use of the Indemnitee proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (which consent collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not be unreasonably withheld have any obligation under this Section 11.3(b) to an Indemnitee with respect to any Indemnified Matter caused by or delayed) unless (A) there is no finding resulting from the gross negligence or admission willful misconduct of any violation of law or any violation of the rights of any person that Indemnitee, as determined by the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines in a final non-appealable judgment or order. Without limiting the Indemnitor foregoing, Indemnified Matters include, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is not vigorously defending such action. 12.5.3 Upon a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the assumption successor in interest to the Borrower or any of control its Subsidiaries or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to any of the foregoing referred to in clauses (i), (ii), (iii) and (iv), to the extent incurred following (A) foreclosure by the Indemnitor pursuant Administrative Agent, any Lender, any Issuer or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the provisions Borrower or any of Section 12.5.2 hereof, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement Subsidiaries and (B) attributable solely to acts of the Third Party Claim at Indemnitor's sole expenseAdministrative Agent, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate fully, but at the expense such Lender or such Issuer or any agent on behalf of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make Administrative Agent or such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defenceLender. 12.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should the Indemnitor fail to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnitor.

Indemnification Against Third-Party Claims. 12.5.1 (a) Promptly upon receipt by either Party any of the Buyer Indemnified Persons or the Shareholder Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other Party Buyer or the Shareholder (in this Section referred to as the "INDEMNITOR")) pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. 12.5.2 Without prejudice to the Indemnitee's right to participate in the defence, compromise or settlement of the Third Party Claim, the (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than ten (10) 30 days after receipt giving of the notice described in Section 12.5.1 hereof 7.4 to assume (and in the case of asbestos claims, shall assume) the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost or liability to the Indemnitee and provided that the Indemnitor shall have first delivered to Indemnitee a written acknowledgement by the Indemnitor that the relevant Claim is an Indemnified Claim and that the Indemnitor, in its good faith judgment, will be able to pay any award of money damages against the Indemnitee in connection with such action. If the Indemnitor assumes the defence of an action, (i) the Indemnitee shall be entitled to meaningfully participate therein; (ii) no settlement or compromise thereof may be effected (x) by the Indemnitor without the consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of limit in any violation of law or any violation of way the rights of any person by Indemnitee's right to indemnification pursuant to the Indemnitee and no adverse effect on any other claims that may be made against any Indemnitee and (B) all relief provided is paid or satisfied in full by the Indemnitor or (y) by the Indemnitee without the consent of the Indemnitor; and (iii) the Indemnitee may subsequently assume the defence of such action if a court of competent jurisdiction determines the Indemnitor is not vigorously defending such actionprovisions hereof. 12.5.3 (c) Upon the assumption of control by the Indemnitor pursuant to the provisions of Section 12.5.2 hereofas aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including employment retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall cooperate co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. 12.5.4 (d) The final determination of any such Third Party Claim, including all related costs costs, attorneys' fees and expenses, shall be binding and conclusive upon the Parties Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 12.5.5 Should Indemnitor hereunder. Notwithstanding any provision of this Section 7.4, the Indemnitor fail may not consent to defend the Indemnitee as provided in Section 12.5.2 hereof, the Indemnitee shall be entitled to make such any settlement of the a Third Party Claim as in its sole discretion may appear advisable, and if the terms of such settlement require the Indemnitee to act or any other final determination refrain from acting, without the prior written consent of the Third Party Claim shall be binding upon the IndemnitorIndemnitee.