Common use of Indemnification; Notice and Settlements Clause in Contracts

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 or 5.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 10.1 or 5.3 11.1 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Holder Indemnified Party or a Company Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld)Party. If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.410.3, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (ia) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (iib) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 10.1 or 5.3 11.1 for any settlement effected without its written consent, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 (a) In the event that any Purchaser Indemnitee or 5.3 Seller Indemnitee (an "the “Indemnified Party"”) with respect has or deems in good faith to a claimhave incurred or suffered, action or proceeding initiated by a person believes in good faith that it may reasonably incur or entity who is not a Purchaser suffer, Losses for which it may be entitled to indemnification hereunder, such Indemnified Party or a Company Indemnified Party shall may give prompt written notice to the party from whom obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the "Indemnifying Party") Indemnified Party becomes aware of the assertion of any claim, or the commencement of any the action or proceeding, in respect of which indemnity may be sought hereundersuit; provided further; however, that the failure to give such notice shall not affect limit the obligations of any Indemnifying Party hereunder except to the extent that such failure to give notice materially prejudices the defense of such Third Person Claim. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article X shall be determined: (i) by the written agreement between the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect Party and the Indemnifying Party's ability ; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to defend such claimwhich the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, action if any, shall have expired and no appeal shall have been taken or proceeding. when all appeals taken shall have been finally determined. (c) The Indemnifying Party shall have the right to assume conduct and control, through counsel of its choosing, the defense, compromise or settlement of any Third Person Claim against any Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, however, that: (1) the Indemnified Party may participate in, through counsel chosen by it and at its own expense, but may not determine or conduct, the defense of any such action or proceeding at its expenseThird Person Claim as to which the Indemnifying Party has so elected to conduct and control the defense thereof; and (2) the Indemnifying Party shall not, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which written consent shall not be unreasonably withheldconditioned, withheld or delayed). , pay, compromise or settle any such Third Person Claim. (d) If the Indemnifying Party shall elect elects not to assume proceed with the defense of any such action or proceedingThird Person Claim, or fails to make such an election within 20 days after it receives such notice pursuant to then the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not conduct and control) the defense of an action or proceeding defended by , through counsel reasonably satisfactory to the Indemnifying Party, the defense, compromise or settlement of any such Third Person Claim against such Indemnified Party hereunder and as to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall which indemnification will be at the sought by any Indemnified Party's expense unless (i) the Party from any Indemnifying Party and hereunder; provided, however, that the Indemnified Party have mutually agreed in writing to the retention of such counsel shall not pay, settle or (ii) the named parties in compromise any such action or proceeding (including impleaded parties) include Third Person Claim without the Indemnifying Party and the Indemnified Party, and representation prior written consent of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party consent shall not be permitted to assume unreasonably conditioned, withheld or delayed). (e) In the defense event of such claim, action or proceeding); provided that, unless otherwise agreed by any conflict between the Indemnifying Party, if provisions of Article VI and the Indemnifying Party is obligated to pay the fees and expenses provisions of such counselthis Article X, the Indemnifying Party provisions of Article VI shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, of any claim, action or proceeding control in respect of which indemnity may be sought hereunderall respects.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 or 5.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Sellers Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party Party seeking indemnification pursuant to Sections 5.2 Section 7.1 or 5.3 7.2 (an "“Indemnified Party"”) with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Indemnified Party shall give prompt written notice to the party Party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to to, and shall at the request of the Indemnified Party, assume the defense defense, with counsel reasonably satisfactory to the Indemnified Party, of any such suit, action or proceeding at its own expense, ; provided that no settlement the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (ii) constitutes criminal allegations against the Indemnified Party, (iii) is one in which the Indemnifying Party is also a party and joint representation would be executed without the prior written consent of inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (which consent shall not be unreasonably withheld)iv) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party shall elect not to assume assumes the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4Third Party Claim, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceedingthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party's expense Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case writing. If the Indemnifying Party shall not be permitted to assume control the defense of such any claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be obligated unreasonably withheld) before entering into any settlement of a claim or ceasing to pay only defend such claim, if pursuant to or as a result of such settlement or cessation, injunction, or other equitable relief will be imposed against the fees Indemnified Party, if such settlement or cessation does not expressly unconditionally release the Indemnified Party from all liabilities and expenses associated obligations with one attorney respect to such claim, or law firm (plus local counsel as required), as applicable, for if such settlement or cessation requires a payment by the Indemnified Party. An In addition, an Indemnifying Party shall not be liable under Section 5.2 7.1 or 5.3 7.2 for any settlement effected without its written consent, consent of any claim, action litigation or proceeding in respect of which indemnity may be sought hereunder, which consent shall not be unreasonably withheld.]

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 9.2 or 5.3 9.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of with counsel approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld)) so long as (a) the Indemnifying Party acknowledges its responsibility to indemnify the Indemnified Party with respect to such claim, action or proceeding, (b) such claim, action or proceeding involves only money damages and does not seek an injunction or other equitable relief, and (c) the Indemnifying Party conducts the defense of such claim, action or proceeding actively and diligently. If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.49.4, or if the Indemnifying Party shall fail to continue to assume the defense of such claim, action or proceeding in accordance with this section, the Indemnified Party may assume such defense at the expense of the Indemnifying Party and shall have the right to compromise or settle such claim, action or proceeding at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel (and, with respect to the Named Indemnified Parties' and the Individual Indemnified Parties' counsel in the Snyder Litigation, the paxxxxx hereby agree that the foregoing Indemnified Parties may select counsel of their own choosing) or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case case, unless otherwise agreed by the Indemnified Party, the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An So long as the Indemnifying Party has continued to assume the defense of a claim, action or proceeding in accordance with this Section 9.4, an Indemnifying Party shall not be liable under Section 5.2 9.2 or 5.3 9.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunderhereunder (except that the Snyder Litigation may be xxxxxxd for an amount equal to the then remaining amount of the Secondary Escrow Amount without consent or approval).

Indemnification; Notice and Settlements. A For the purposes of this Section 7.05, the party seeking indemnification pursuant to Sections 5.2 or 5.3 (shall be known as the "INDEMNIFIED PARTY" and the party from whom indemnification is sought shall be known as the "INDEMNIFYING PARTY". As soon as reasonably practicable after the receipt by an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party of notice of any Loss in respect of which an Indemnifying Party may be liable under Section 7.02, or a Company 7.03, the Indemnified Party shall give prompt written notice thereof to the party from whom such indemnification is sought (the "Indemnifying Party") of , setting forth in reasonable detail the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunderfacts and circumstances pertaining thereto; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless and to the extent such failure shall prejudice in any material significant respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent selection of counsel is approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 twenty (20) days after it receives such notice pursuant to the first second sentence of this Section 5.47.05, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have otherwise mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Indemnified Party and the Indemnified Partyconcludes, and based on advice of counsel, that representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claimconflict, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (firm, as applicable, plus local counsel as required), as applicable, required for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 7.02, or 5.3 7.03 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder. An Indemnifying Party shall not, without the consent of the Indemnified Party, settle any claim, action or proceeding in which indemnity may be sought hereunder unless such settlement involves only the payment of money damages by the Indemnifying Party and no admission of wrongdoing or other relief and includes a complete release of all Indemnified Parties.

Indemnification; Notice and Settlements. A (a) Whenever any third Person claim shall arise or be asserted for which indemnification may be sought hereunder (a "Claim"), the party seeking entitled to indemnification pursuant to Sections 5.2 or 5.3 (an the "Indemnified PartyIndemnitee") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Indemnified Party shall promptly give prompt written notice to the party from whom such indemnification is sought obligated to provide indemnity (the "Indemnifying PartyIndemnitor") of the assertion nature of any claimthe Claim, or after the commencement receipt by the Indemnitee of any action or proceedingreliable information as to the facts constituting the basis for the Claim and the amount of the Claim, in and shall provide the Indemnitor with copies of all information provided to the Indemnitee by the third Person making the Claim with respect of which indemnity may be sought hereunderthereto; provided that but the failure to timely give such notice or such information shall not affect relieve the Indemnified Party's rights Indemnitor from any obligation under this Agreement, except to indemnification hereunderthe extent, unless such failure shall prejudice in any material respect if any, that the Indemnifying Party's ability to defend such claimIndemnitor is materially prejudiced thereby. (b) Upon delivery of notice from the Indemnitee of a Claim, action or proceeding. The Indemnifying Party the Indemnitor shall have the right to assume the defense of any such action or proceeding Claim at its expense, provided that no settlement shall be executed without (x) in the prior written consent reasonable judgment of the Indemnified Party Indemnitee, the Indemnitor has adequate resources to undertake such defense and satisfy any indemnifiable Losses arising from such Claim and (y) the selection of counsel is approved by the Indemnitee, which consent approval shall not be unreasonably withheld). If the Indemnifying Party Indemnitee so determines that the Indemnitor does not have adequate resources, or the Indemnitor shall elect not to assume the defense of any such action or proceedingClaim, or fails to make such an election within 20 twenty (20) days after it receives such notice pursuant to Section 10.4(a), or the first sentence named parties in any Claim (included impleaded parties) include the Indemnitor and the Indemnitee, and representation of this Section 5.4the Indemnitor and the Indemnitee by the same counsel would create a conflict (in which case the Indemnitor shall not be permitted to assume the defense of such Claim), the Indemnified Party may assume Indemnitee shall have the right to defend such defense Claim at the expense of the Indemnifying PartyIndemnitor. The Indemnified Party Indemnitee shall have the right to participate in (but not control) the defense of an action or proceeding a Claim defended by the Indemnifying Party Indemnitor hereunder and to retain its own counsel in connection with such action or proceedingClaim, but the fees and expenses of such counsel shall be at the Indemnified PartyIndemnitee's expense unless (i) the Indemnifying Party Indemnitor and the Indemnified Party Indemnitee have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless counsel. Unless otherwise agreed by the Indemnifying PartyIndemnitor, if the Indemnifying Party Indemnitor is obligated to pay the fees and expenses of such counselcounsel to the Indemnitee, the Indemnifying Party Indemnitor shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for all Indemnitees in any action or series of actions arising out of substantially the Indemnified Partysame set of facts and circumstances. (c) The Indemnitor shall have the right to elect to settle any Claim in respect of which indemnity may be sought hereunder for which it has duly assumed the defense without the Indemnitee's written consent only if the settlement involves only the payment of money damages by the Indemnitor and includes a complete release of the Indemnitee. An Indemnifying Party Any other settlement will be subject to the written consent of the Indemnitee, which consent shall not be liable under Section 5.2 or 5.3 for unreasonably withheld. The Indemnitee shall have the right to elect to settle any settlement effected without its written consent, of any claim, action or proceeding Claim in respect of which indemnity may be sought hereunder, for which it has duly assumed the defense, with the Indemnitor's written consent, which consent shall not be unreasonably withheld. (d) With respect to any obligations of the Indemnitor and Indemnitee which arise pursuant to the provisions of this Article X, the Indemnitor and Indemnitee agree to cooperate with each other as reasonably requested by the other.

Indemnification; Notice and Settlements. A party Person seeking indemnification pursuant to Sections 5.2 9.2 or 5.3 9.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity Person who is not a Purchaser Buyer Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; , provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without (i) in the prior written consent reasonable good faith judgment of the Indemnified Party, the Indemnifying Party has adequate resources to undertake such defense and satisfy any indemnifiable Loss arising from such action or proceeding and (ii) the selection of counsel is approved by the Indemnified Party (which consent shall approval will not be unreasonably withheldwithheld or delayed). If the Indemnified Party so determines that the Indemnifying Party does not have adequate resources, or the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 twenty (20) days after it receives such notice pursuant to the first sentence of this Section 5.49.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claimconflict, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required)firm, as applicable, for the Indemnified Party, as well as the fees and expenses associated with local counsel. An Indemnifying Party shall not be liable under Section 5.2 9.2 or 5.3 9.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld or delayed, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party Person seeking indemnification pursuant to Sections 5.2 9.2 or 5.3 9.3 (an "“Indemnified Party"”) with respect to a claim, action or proceeding initiated by a person or entity Person who is not a Purchaser Buyer Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; , provided that the failure to give such notice shall not affect the Indemnified Party's ’s rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ’s ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such claim, action or proceeding at its expense, provided that no settlement shall be executed without (i) in the prior written consent reasonable judgment of the Indemnified Party, the Indemnifying Party has adequate resources to undertake such defense and satisfy any indemnifiable Loss arising from such claim, action or proceeding and (ii) the selection of counsel is approved by the Indemnified Party (which consent shall approval will not be unreasonably withheldwithheld or delayed). If the Indemnified Party so determines that the Indemnifying Party does not have adequate resources, or the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 twenty (20) days after it receives such notice pursuant to the first sentence of this Section 5.49.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's ’s expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claimconflict, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required)firm, as applicable, for the Indemnified Party, as well as the fees and expenses associated with local counsel. An Indemnifying Party shall not be liable under Section 5.2 9.2 or 5.3 9.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld or delayed, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking --------------------------------------- indemnification pursuant to Sections 5.2 Section 9.2 or 5.3 Section 9.3 hereof (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice . The Indemnified Party shall not affect have the Indemnified Party's rights to indemnification hereunderright to, unless such failure shall prejudice in any material respect but shall, at the request of the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such suit, action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right be entitled to participate in (but not control) the such defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceedingso assumed, but shall not be entitled to indemnification with respect to the fees costs and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case defense if the Indemnifying Party shall not be permitted to assume have assumed the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated claim with counsel reasonably satisfactory to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An The Indemnifying Party shall not be liable under Section 5.2 9.2 or 5.3 Section 9.3 hereof for any settlement effected without its written consent, which consent may not be unreasonably withheld, of any claim, action litigation or proceeding in respect of which indemnity may be sought hereunder. No investigation by an Indemnified Party at or prior to the Closing shall relieve an Indemnifying Party of any liability hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections Section 5.2 or 5.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who that is not a Purchaser Indemnified Party or a Company Foundation Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (ia) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (iib) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. Under such circumstances, the Indemnifying Party and shall reimburse the Indemnified Party by for the same counsel would create a conflict (in which case Indemnified Party's reasonable attorney's fees and expenses. The Indemnifying Party may settle any such action or claim at its own expense, provided that the Indemnifying Party shall not be permitted settle any such action or claim or consent to assume the defense entry of any judgment without the prior written consent of the Indemnified Party if such settlement or judgment (i) includes any admission of wrongdoing by the Indemnified Party or any of the Indemnified Party's officers, directors, employees or controlling persons (the "Indemnified Party's Representatives"), (ii) includes any consent to any type of injunctive relief affecting the Indemnified Party or any of the Indemnified Party's Representatives, (iii) excludes an unconditional release by the person or entity asserting such action or claim of the Indemnified Party and the Indemnified Party's Representatives from all liability with respect to such action or claim, action or proceeding); provided that, unless otherwise agreed (iv) requires the Indemnified Party or any of the Indemnified Party's Representatives to undertake any obligations or incur any costs that are not paid in advance by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 or 5.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Prime Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of with counsel approved by the Indemnified Party (which consent shall approval will not be unreasonably withheldwithheld or delayed). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4Section, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A (a) Whenever any third Person claim shall arise or be asserted for which indemnification may be sought hereunder (a “Claim”), the party seeking entitled to indemnification pursuant to Sections 5.2 or 5.3 (an "Indemnified Party"the “Indemnitee”) with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Indemnified Party shall promptly give prompt written notice to the party from whom such indemnification is sought obligated to provide indemnity (the "Indemnifying Party"“Indemnitor”) of the assertion nature of any claimthe Claim, or after the commencement receipt by the Indemnitee of any action or proceedingreliable information as to the facts constituting the basis for the Claim and the amount of the Claim, in and shall provide the Indemnitor with copies of all information provided to the Indemnitee by the third Person making the Claim with respect thereto. (b) Upon delivery of which indemnity may be sought hereunder; provided that notice from the failure to give such notice shall not affect Indemnitee of a Claim, the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party Indemnitor shall have the right to assume the defense of any such action or proceeding Claim at its expense, provided that no settlement shall be executed without (x) in the prior written consent reasonable judgment of the Indemnified Party Indemnitee, the Indemnitor has adequate resources to undertake such defense and satisfy any indemnifiable Losses arising from such Claim and (y) the selection of counsel is approved by the Indemnitee, which consent approval shall not be unreasonably withheld). If the Indemnifying Party Indemnitee so determines that the Indemnitor does not have adequate resources, or the Indemnitor shall elect not to assume the defense of any such action or proceedingClaim, or fails to make such an election within 20 twenty (20) days after it receives such notice pursuant to Section 10.4(a), or the first sentence named parties in any Claim (included impleaded parties) include the Indemnitor and the Indemnitee, and representation of this Section 5.4the Indemnitor and the Indemnitee by the same counsel would create a conflict (in which case the Indemnitor shall not be permitted to assume the defense of such Claim), the Indemnified Party may assume Indemnitee shall have the right to defend such defense Claim at the expense of the Indemnifying PartyIndemnitor. The Indemnified Party Indemnitee shall have the right to participate in (but not control) the defense of an action or proceeding a Claim defended by the Indemnifying Party Indemnitor hereunder and to retain its own counsel in connection with such action or proceedingClaim, but the fees and expenses of such counsel shall be at the Indemnified Party's Indemnitee’s expense unless (i) the Indemnifying Party Indemnitor and the Indemnified Party Indemnitee have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless counsel. Unless otherwise agreed by the Indemnifying PartyIndemnitor, if the Indemnifying Party Indemnitor is obligated to pay the fees and expenses of such counselcounsel to the Indemnitee, the Indemnifying Party Indemnitor shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for all Indemnitees in any action or series of actions arising out of substantially the Indemnified Partysame set of facts and circumstances. (c) The Indemnitor shall have the right to elect to settle any Claim in respect of which indemnity may be sought hereunder for which it has duly assumed the defense without the Indemnitee’s written consent only if the settlement involves only the payment of money damages by the Indemnitor and includes a complete release of the Indemnitee. An Indemnifying Party Any other settlement will be subject to the written consent of the Indemnitee, which consent shall not be liable under Section 5.2 or 5.3 for unreasonably withheld. The Indemnitee shall have the right to elect to settle any settlement effected without its written consent, of any claim, action or proceeding Claim in respect of which indemnity may be sought hereunder, for which it has duly assumed the defense, with the Indemnitor’s written consent, which consent shall not be unreasonably withheld. (d) With respect to any obligations of the Indemnitor and Indemnitee which arise pursuant to the provisions of this Article X, the Indemnitor and Indemnitee agree to cooperate with each other as reasonably requested by the other.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 8.2 or 5.3 8.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of with counsel approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.48.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 8.2 or 5.3 8.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 or 5.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity who is not a Purchaser Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 for any settlement effected without its written consent, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party Person seeking indemnification pursuant to Sections 5.2 11.2 or 5.3 11.3 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity Person who is not a Purchaser Buyer Indemnified Party or a Company Seller Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless such failure shall prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without (x) in the prior written consent reasonable judgment of the Indemnified Party, the Indemnifying Party has adequate resources to undertake such defense and satisfy any indemnifiable Loss arising from such action or proceeding and (y) the selection of counsel is approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld). If the Indemnified Party so determines that the Indemnifying Party does not have adequate resources, or the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.411.4, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including included impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claimconflict, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required)firm, as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 11.2 or 5.3 11.3 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification pursuant to Sections 5.2 or 5.3 Section 8.2 (an "Indemnified Party") with respect to a claim, action or proceeding initiated by a person or entity Person who is not a Purchaser Indemnified Party or a Company CRC Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless except to the extent such failure shall actually prejudice in any material respect the Indemnifying Party's ability to defend such claim, action or proceeding. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of with counsel approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.48.3, the Indemnified Party may assume such defense at the expense of the Indemnifying Party. The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required)firm, as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 8.2 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.

Indemnification; Notice and Settlements. A party seeking indemnification in good faith pursuant to Sections 5.2 or 5.3 Section 8.2 (an "Indemnified Party") with respect to a claim, action or proceeding initiated any Damages by a person or entity Person who is not a Purchaser Indemnified Party or a Company an Indemnified Party shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action or proceeding, Damages in respect of which indemnity may be sought hereunderhereunder on or no later than the expiration of the Survival Period; provided that the failure to give such notice shall not affect the Indemnified Party's rights to indemnification hereunder, unless except to the extent such failure shall actually prejudice in any material respect the Indemnifying Party's ability to defend such claim, action Damages or proceedingnotice is not provided prior to or on the expiration date of the Survival Period. The Indemnifying Party shall have the right to assume the defense of any such action or proceeding at its expense, provided that no settlement shall be executed without the prior written consent of with counsel approved by the Indemnified Party (which consent shall approval will not be unreasonably withheld). If the Indemnifying Party shall elect not to assume the defense of any such action or proceeding, or fails to make such an election within 20 days after it receives such notice pursuant to the first sentence of this Section 5.48.3, the Indemnified Party may assume such defense at the expense of the Indemnifying PartyParty (subject to the limitations set forth in the final clause of the immediately succeeding sentence). The Indemnified Party shall have the right to participate in (but not control) the defense of an action or proceeding defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such action or proceeding, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel and the payment of fees of such counsel by the Indemnifying Party or (ii) the named parties in any such action or proceeding (including impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such claim, action or proceeding); provided that, unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of such counsel, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party. An Indemnifying Party shall not be liable under Section 5.2 or 5.3 8.2 for any settlement effected without its written consent, which consent will not be unreasonably withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder.