Common use of Indemnification Mechanics Clause in Contracts

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "“Indemnitee"”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "“Indemnitor"”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) 20 calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's ’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs Promptly after receipt by an event which indemnified party under this Section 1 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a Company Indemnified Person or a Holder Indemnified Person (claim in respect thereof is to be made against any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to indemnifying party under this SectionSection 1, the Indemnitee shall promptly notify the indemnifying party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such mattercommencement thereof, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee indemnifying party shall have the right to participate at its own expense in in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such asserted liabilitythereof with counsel mutually satisfactory to the parties; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel defendants in writing any action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are one or more may be legal defenses available to the Indemnitee that it and/or other indemnified parties which are different from or additional to those available to the Indemnitor (in indemnifying party, or if there is a conflict of interest which case, if would prevent counsel for the Indemnitee notifies indemnifying party from also representing the Indemnitor in writingindemnified party, the Indemnitor indemnified party or parties shall not have the right to assume select separate counsel to participate in the defense of such asserted liability action on behalf of such indemnified party or parties. After notice from the Indemnitee)indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of paragraph (a) above for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. The failure of any indemnified party to notify an indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 1 only to the extent that such failure to give notice shall materially prejudice the indemnifying party in the defense of any such claim or any such litigation, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "“Indemnitee"”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "“Indemnitor"”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's ’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") party hereto asserts is an indemnifiable event pursuant to this SectionSection 12.01 hereof, the Indemnitee shall party seeking indemnification (the "Indemnitee") will promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing ). If such event involves a claim or Loss by a Person or entity other than a Purchaser Indemnified Person or a Seller Indemnified Person (a "Third Party Claim"), the Indemnitee will give the Indemnitor written notice of such eventclaim or Loss, specifying the amount thereof, if any. Delay or failure to so notify the Indemnitor shall will only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall will have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day periodresponsibility, then the Indemnitor shall will be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall will provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall will assume and be responsible for the Losses entire liability at issue (subject to the limitations set forth in this Agreement)issue. If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall will have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall will pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall will not have the right to assume the defense of such asserted liability on behalf of the Indemnitee). The Indemnitor will not be liable for any settlement of any Action effected without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such Action, the Indemnitor agrees to indemnify and hold harmless the Indemnitee from and against any Loss by reason of such settlement or judgment.

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility so elects, within such twenty (20) calendar 20 day period, then it shall be entitled to assume the defense of such claim (such election to be without prejudice to the right of the Indemnitor shall be obligated to compromise or defend, at its own expense, dispute whether such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the claim constitutes Losses at issue (subject to the limitations set forth in under this AgreementSection 5.8(i)). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld) and provided further that the Indemnitor shall have the right to participate (but not control) at its own expense in the defense of such asserted claim. In any event, the Indemnitee shall have the right to participate (but not control) at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) 20 calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "“Indemnitee"”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "“Indemnitor"”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility so elects, within such twenty (20) calendar day period, then it shall be entitled to assume the defense of such claim (such election to be without prejudice to the right of the Indemnitor shall be obligated to compromise or defend, at its own expense, dispute whether such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the claim constitutes Losses at issue (subject to the limitations set forth in under this AgreementSection 4.07). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's ’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld) and provided further that the Indemnitor shall have the right to participate in (but not control) at its own expense the defense of such asserted claim. In any event, the Indemnitee shall have the right to participate in (but not control) at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility so elects, within such twenty (20) calendar 20 day period, then it shall be entitled to assume the defense of such claim (such election to be without prejudice to the right of the Indemnitor shall be obligated to compromise or defend, at its own expense, dispute whether such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the claim constitutes Losses at issue (subject to the limitations set forth in under this AgreementSection 2.06). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld) and provided further that the Indemnitor shall have the right to participate (but not control) at its own expense in the defense of such asserted claim. In any event, the Indemnitee shall have the right to participate (but not control) at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. (a) If there occurs an event which a Company Indemnified Person or claim for Damages is to be made by a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant party entitled to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "IndemnitorIndemnified Party") in writing of such event. Delay or failure to so notify against the Indemnitor indemnifying party (the "Indemnifying Party"), the Indemnified Party shall only relieve the Indemnitor of its obligations give written notice to the extentIndemnifying Party as soon as reasonably practicable after the Indemnified Party becomes aware of any fact, if at all, that it is actually prejudiced by reason of such delay condition or failure. The Indemnitor shall have a period of twenty (20) calendar days in event which may give rise to respond theretoDamages for which indemnification may be sought under Section 7.1 or 7.2. If the Indemnitor accepts responsibility within such twenty (20) calendar day periodany lawsuit or enforcement action is filed against any Indemnified Party, then the Indemnitor written notice thereof shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject given to the limitations set forth Indemnifying Party as soon as reasonably practicable (and in this Agreement). If any event within 20 business days after the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf service of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liabilitycitation or summons); provided, however, that the Indemnitor failure of any Indemnified Party to give timely notice shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available not affect rights to indemnification hereunder except to the Indemnitee extent that are different from or additional to those available to the Indemnitor (in which caseIndemnifying Party demonstrates actual material damage caused by such failure. After such notice, if the Indemnitee notifies Indemnifying Party shall acknowledge in writing to the Indemnitor Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in writingconnection with such lawsuit or action, then the Indemnitor Indemnifying Party shall not have be entitled, if it so elects, to take control of the right defense and investigation of such lawsuit or action and to assume employ and engage attorneys of its own choice, satisfactory to the Indemnified Party, to handle and defend the same, at the Indemnifying Party's cost, risk and expense, provided, however, that the Indemnifying Party and its counsel shall proceed with diligence and in good faith with respect thereto. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such asserted liability on behalf lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Party may, subject to the Indemnifying Party's control of the Indemnitee)defense and investigation of such lawsuit or action, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. No Indemnifying Party shall be permitted to settle any such lawsuit or action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required in the case of a settlement involving solely the payment of monetary damages.

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall will promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall will only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall will have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility assumes the defense of such matter within such twenty (20) 20 calendar day period, then the Indemnitor shall will be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall will provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall will assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall will have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall will pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall will not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event 9.1. In the case of any Claim asserted in writing by a Third Party against any party hereto (the “Indemnitee”), or against any Subject Company, which Claim is subject to indemnification by any other party hereunder (the “Indemnitor”), including, without limitation, any Claim by a Company Indemnified Person Governmental Authority or any request by such Governmental Authority to audit or otherwise inquire into or examine any matters as to which such a Holder Indemnified Person (Claim arise hereunder, but excluding any such Person being the "Indemnitee") hereto asserts Claim in respect of any liability or expense that is an indemnifiable event to be dealt with pursuant to this SectionSection 2.3 hereof, other than as provided in Section 2.3(k) (a “Third-Party Claim”), the Indemnitee shall promptly notify the party obligated Indemnitor promptly after the Indemnitee has actual knowledge of any such Third-Party Claim as to provide indemnification hereunder which indemnity may be sought (the "Indemnitor") in writing of such event. Delay or provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder, except that its indemnification obligation may be reduced to the extent such delay prejudices the defence of the Third-Party Claim or increases the amount of liability or the cost of the defence). If any litigation, arbitration or other legal proceedings are commenced by a Third Party in respect of such Third-Party Claim (the “Third Party Litigation”) the Indemnitee shall permit the Indemnitor, at the sole expense of the Indemnitor, to assume the defence of any such Third-Party Litigation, provided that: (i) the Indemnitor shall only relieve the Indemnitor of its obligations gives written notice to the extentIndemnitee not later than 15 Business Days after receipt of the notice of such Third-Party Litigation (or such shorter period, if at allany, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Third-Party Claim) that it shall assume such defence and agrees that it is actually prejudiced by reason responsible to indemnify the Indemnitee for such Third-Party Claim; and (ii) notwithstanding such assumption of the defence, the Indemnitee may participate in such delay or failuredefence, at the Indemnitee’s sole expense. The Indemnitor shall have In respect of any Third-Party Claim relating to Taxes (a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period“Tax Claim”), then the Indemnitor shall be obligated entitled to compromise assume the defence of such Tax Claim provided that: (i) the Indemnitor gives written notice to the Indemnitee not later than 15 Business Days after receipt of the notice of such Tax Claim (or defendsuch shorter period, if any, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Tax Claim) that it shall assume such defence and agrees that it is responsible to indemnify the Indemnitee for such Tax Claim; and (ii) notwithstanding such assumption of the defence, the Indemnitee may participate in such defence, at the Indemnitee’s sole expense. Upon the assumption of control of defence of any Third Party Litigation or Tax Claim, the Indemnitor shall proceed diligently to deal with the Third-Party Litigation or Tax Claim to its conclusion, at its own sole expense, such matterincluding, if necessary, employment of legal counsel and other experts acceptable to the Indemnitee, acting reasonably; without limiting the foregoing, in the event of any Tax Claim being defended by the Indemnitor, the Indemnitor shall file the necessary objections or defence, and any other necessary filings, by a date at least five Business Days prior to the deadline for doing so, and provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense a complete copy of such matter within such twenty (20) calendar day period or filings, and if it does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, do so then the Indemnitee shall have be entitled to take control of the right to participate at its own expense in the defense defence of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee)Tax Claim.

Indemnification Mechanics. If there occurs an event 10.1. In the case of any Claim asserted in writing by a Third Party against any party hereto (the “Indemnitee”), or against any Subject Company, which Claim is subject to indemnification by any other party hereunder (the “Indemnitor”), including, without limitation, any Claim by a Company Indemnified Person Governmental Authority or any request by such Governmental Authority to audit or otherwise inquire into or examine any matters as to which such a Holder Indemnified Person Claim arise hereunder (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Sectiona “Third-Party Claim”), the Indemnitee shall promptly notify the party obligated Indemnitor promptly after the Indemnitee has actual knowledge of any such Third-Party Claim as to provide indemnification hereunder which indemnity may be sought (the "Indemnitor") in writing of such event. Delay or provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder, except that its indemnification obligation may be reduced to the extent such delay prejudices the defence of the Third-Party Claim or increases the amount of liability or the cost of the defence). If any litigation, arbitration or other legal proceedings are commenced by a Third Party in respect of such Third-Party Claim (the “Third Party Litigation”) the Indemnitee shall permit the Indemnitor, at the sole expense of the Indemnitor, to assume the defence of any such Third-Party Litigation, provided that: (i) the Indemnitor shall only relieve the Indemnitor of its obligations gives written notice to the extentIndemnitee not later than 15 Business Days after receipt of the notice of such Third-Party Litigation (or such shorter period, if at allany, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Third-Party Claim) that it shall assume such defence and agrees that it is actually prejudiced by reason responsible to indemnify the Indemnitee for such Third-Party Claim; and (ii) notwithstanding such assumption of the defence, the Indemnitee may participate in such delay or failuredefence, at the Indemnitee’s sole expense. The Indemnitor shall have In respect of any Third-Party Claim relating to Taxes (a period of twenty (20“Tax Claim”) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated entitled to compromise assume the defence of such Tax Claim provided that: (i) the Indemnitor gives written notice to the Indemnitee not later than 15 Business Days after receipt of the notice of such Tax Claim (or defendsuch shorter period, if any, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Tax Claim) that it shall assume such defence and agrees that it is responsible to indemnify the Indemnitee for such Tax Claim; and (ii) notwithstanding such assumption of the defence, the Indemnitee may participate in such defence, at the Indemnitee’s sole expense. Upon the assumption of control of defence of any Third Party Litigation or Tax Claim, the Indemnitor shall proceed diligently to deal with the Third-Party Litigation or Tax Claim to its conclusion, at its own sole expense, such matterincluding, if necessary, employment of legal counsel and other experts acceptable to the Indemnitee, acting reasonably; without limiting the foregoing, in the event of any Tax Claim being defended by the Indemnitor, the Indemnitor shall file the necessary objections or defence, and any other necessary filings, by a date at least five Business Days prior to the deadline for doing so, and provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense a complete copy of such matter within such twenty (20) calendar day period or filings, and if it does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, do so then the Indemnitee shall have be entitled to take control of the right to participate at its own expense in the defense defence of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee)Tax Claim.

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "“Indemnitee"”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "“Indemnitor"”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility so elects, within such twenty (20) calendar 20 day period, then it shall be entitled to assume the defense of such claim (such election to be without prejudice to the right of the Indemnitor shall be obligated to compromise or defend, at its own expense, dispute whether such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the claim constitutes Losses at issue (subject to the limitations set forth in under this AgreementSection 2.06). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's ’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld) and provided further that the Indemnitor shall have the right to participate (but not control) at its own expense in the defense of such asserted claim. In any event, the Indemnitee shall have the right to participate (but not control) at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event 10.1. In the case of any Claim asserted by a Third Party against any party hereto (the “Indemnitee”), which Claim is subject to indemnification by any other party hereunder (the “Indemnitor”), including, without limitation, any Claim by a Company Indemnified Person Governmental Authority or any request by such Governmental Authority to audit or otherwise inquire into or examine any matters as to which such a Holder Indemnified Person (Claim arises hereunder, but excluding any such Person being the "Indemnitee") hereto asserts Claim in respect of any liability or expense that is an indemnifiable event to be dealt with pursuant to this SectionSection 2.3 hereof, (a “Third-Party -63- Claim”) the Indemnitee shall promptly notify the party obligated Indemnitor promptly after Indemnitee has actual knowledge of any such Third-Party Claim as to provide indemnification hereunder which indemnity may be sought (the "Indemnitor") in writing of such event. Delay or provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder, except that its indemnification obligation may be reduced to the extent such delay prejudices the defence of the Third-Party Claim or increases the amount of liability or the cost of the defence). The Indemnitee shall permit the Indemnitor, at the sole expense of the Indemnitor, to assume the defence of any such Third-Party Claim, provided that: (i) the Indemnitor shall only relieve the Indemnitor of its obligations gives written notice to the extentIndemnitee not later than 15 Business Days after receipt of the notice of such Third-Party Claim (or such shorter period, if at allany, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Third-Party Claim) that it shall assume such defence and agrees that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which responsible to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide indemnify the Indemnitee with for such assurances as may be reasonably required by Third-Party Claim; and (ii) notwithstanding such assumption of the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day perioddefence, the Indemnitee against which may participate in such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertakedefence, at the Indemnitor's cost and Indemnitee’s sole expense, . Upon the defense, compromise or settlement assumption of control of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writingdefence, the Indemnitor shall not have proceed diligently to deal with the right Third-Party Claim to assume the defense its conclusion, at its sole expense, including, if necessary, employment of such asserted liability on behalf of legal counsel and other experts acceptable to the Indemnitee), acting reasonably.

Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "“Indemnitee"”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "“Indemnitor"”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) 20 calendar days in which to respond thereto. If the Indemnitor accepts responsibility so elects, within such twenty (20) calendar 20 day period, then it shall be entitled to assume the defense of such claim (such election to be without prejudice to the right of the Indemnitor shall be obligated to compromise or defend, at its own expense, dispute whether such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the claim constitutes Losses at issue (subject to the limitations set forth in under this AgreementSection 5.8(i)). If the Indemnitor fails to assume the defense of such matter within such twenty (20) 20 calendar day period or does not respond within such twenty (20) 20 calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's ’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld) and provided further that the Indemnitor shall have the right to participate (but not control) at its own expense in the defense of such asserted claim. In any event, the Indemnitee shall have the right to participate (but not control) at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).

Indemnification Mechanics. If there occurs an event 10.1. In the case of any Claim asserted by a Third Party against any party hereto (the “Indemnitee”), which Claim is subject to indemnification by any other party hereunder (the “Indemnitor”), including, without limitation, any Claim by a Company Indemnified Person Governmental Authority or any request by such Governmental Authority to audit or otherwise inquire into or examine any matters as to which such a Holder Indemnified Person (Claim arises hereunder, but excluding any such Person being the "Indemnitee") hereto asserts Claim in respect of any liability or expense that is an indemnifiable event to be dealt with pursuant to this SectionSection 2.3 hereof, (a “Third-Party Claim”) the Indemnitee shall promptly notify the party obligated Indemnitor promptly after Indemnitee has actual knowledge of any such Third-Party Claim as to provide indemnification hereunder which indemnity may be sought (the "Indemnitor") in writing of such event. Delay or provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder, except that its indemnification obligation may be reduced to the extent such delay prejudices the defence of the Third-Party Claim or increases the amount of liability or the cost of the defence). The Indemnitee shall permit the Indemnitor, at the sole expense of the Indemnitor, to assume the defence of any such Third-Party Claim, provided that: (i) the Indemnitor shall only relieve the Indemnitor of its obligations gives written notice to the extentIndemnitee not later than 15 Business Days after receipt of the notice of such Third-Party Claim (or such shorter period, if at allany, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Third-Party Claim) that it shall assume such defence and agrees that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which responsible to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide indemnify the Indemnitee with for such assurances as may be reasonably required by Third-Party Claim; and (ii) notwithstanding such assumption of the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day perioddefence, the Indemnitee against which may participate in such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertakedefence, at the Indemnitor's cost and Indemnitee’s sole expense, . Upon the defense, compromise or settlement assumption of control of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writingdefence, the Indemnitor shall not have proceed diligently to deal with the right Third-Party Claim to assume the defense its conclusion, at its sole expense, including, if necessary, employment of such asserted liability on behalf of legal counsel and other experts acceptable to the Indemnitee), acting reasonably.