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 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 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.

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 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 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 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 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 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 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 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 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 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.