Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) (a "Third Party Claim") against such Indemnified Party, against which a Party is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that that, subsequent to the Initial Closing Closing, any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party Party to this Agreement or an Affiliate of such a party (including, but not limited Party to any Governmental Entity) this Agreement (a "“Third Party Claim"”) against such Indemnified Party, against with respect to which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days as promptly as practicable after learning of such claim (or within such shorter time as may be necessary claim. Subject to give Section 9.4(e), the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty twenty (3020) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that . The assumption of the defense of any Third Party Claim by the Indemnifying Party shall not constitute an admission of responsibility to indemnify the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedParty.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen (3015) days Business Days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty sixty (3060) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification.

Indemnification Procedure for Third Party Claims. In If any party (the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity who is not a party to penalty or assessment against it for which indemnity may be sought under this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) Article IX (a "“Third Party Claim") against such ”), and the Indemnified Party, against which a Party is required intends to provide indemnification under seek indemnity pursuant to this Agreement (an "Indemnifying Party")Article IX, the Indemnified Party shall give promptly provide the other party (the “Indemnifying Party”) with written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give Third Party Claim by notice in the Indemnifying Party a reasonable opportunity to respond to such claim)manner provided in Section 11.7 hereof. The Indemnifying Party shall have the rightbe entitled to participate in and, at its option and upon written notice acknowledgment of its obligation to indemnify the Indemnified Party (Party, assume the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice defense or settlement of such claim, (which notice Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of and approved by the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, conditioned, or delayed.. The Indemnifying Party shall not settle any Third Party Claim the defense or settlement of which is controlled by it without the Indemnified Party’s prior written consent, which approval shall not be unreasonably withheld, conditioned, or

Indemnification Procedure for Third Party Claims. In the event that (a) If subsequent to the Initial Closing Effective Time any person or entity entitled to indemnification under this Agreement (an "Company Indemnified Party") Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who which is not a party to this Agreement or an Affiliate of such a party First Amendment (including, but not limited to including any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Company Indemnified Party, against with respect to which a Party is the Company or the Principal Geo Shareholders (“Indemnifying Party”) are required to provide indemnification under this Agreement (an "Indemnifying Party")First Amendment, the Company Indemnified Party shall give written notice together with a statement of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party within thirty (30) days promptly after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that notice to the Principal Geo Shareholders in accordance with Section 12.6 hereof shall be deemed notice to all of the Principal Geo Shareholders. The Company Indemnified Party shall have the right to approve conduct such defense, at the Defense CounselIndemnifying Party’s expense, in good faith with counsel reasonably acceptable to the Indemnifying Party, but the Company Indemnified Party shall be prohibited from compromising or settling the claim without the prior written consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnifying Party will, at its expense, make available to the Company Indemnified Party such assistance and materials as the Company Indemnified Party may reasonably request.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity If a party entitled to indemnification under this Agreement hereunder (an "Indemnified Party") asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding proceeding, the assertion of any claim by a third-party or the imposition of any entity who is not a party to penalty or assessment for which indemnity may be sought under this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) Article IX (a "Third Party Claim") against such and the Indemnified Party, against which a Party is required intends to provide indemnification under seek indemnity pursuant to this Agreement (an "Indemnifying Party")Article IX, the Indemnified Party shall give promptly provide the party providing indemnification hereunder (the "Indemnifying Party") with written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Third Party a reasonable opportunity to respond to such claim)Claim. The Indemnifying Party shall have be entitled to participate in or, at its option, assume the rightdefense, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice appeal or settlement of such claimThird Party Claim, (which notice with counsel selected by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of and approved by the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith. The Indemnified Party shall be entitled at any time to employ separate counsel to represent itself, but if the defense, appeal or settlement of such Third Party Claim has been assumed by the Indemnifying Party with its approved counsel as provided above, any separate counsel employed by the Indemnified Party shall be at the Indemnified Party's expense. The Indemnifying Party shall not settle any Third Party Claim, the defense or settlement of which is controlled by it, without the Indemnified Party's prior written consent. In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of any Third Party Claim within ten (10) days after receipt of notice thereof from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party.

Indemnification Procedure for Third Party Claims. 9.3 In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any 45 domestic or foreign court or Governmental Entity) Authority (a "Third Party Claim") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty ten days (3010) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) days Business Days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen days (3015) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayeddelayed (and further provided that the defense of any Tax Claims shall be governed by Section 3.8(f)).

Indemnification Procedure for Third Party Claims. In the event ------------------------------------------------ that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with (a statement of any available information “Third Party Claim Notice”) regarding such claim to the Indemnifying Party within thirty twenty (3020) days Business Days after learning of such claim claim, unless the notice relates to commencement of an action or proceeding, in which case such notice shall be given as soon as practicable, and at least fifteen (15) Business 44 Days prior to any response required by applicable Law or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim)tribunal rule. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen (3015) days Business Days after receipt from the Indemnified Party of notice of such claima Third Party Claim Notice, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall promptly give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning in good faith, on a non-binding basis; provided that failure to provide such notice promptly shall not affect the rights of such claim (or within such shorter time as may be necessary Indemnified Party, except to give the Indemnifying Party a reasonable opportunity to respond to such claimextent set forth in Section 10.4(f). The Subject to Section 10.4(d) below, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim (without regard to the amount thereof or the limitations set forth herein) and specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty twenty days (3020) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. 9.3.1 In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any domestic or foreign court or Governmental Entity) Authority (a " THIRD PARTY CLAIM"Third Party Claim") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty ten days (3010) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any person or entity who is not a party to this Agreement or an Affiliate affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty days (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval pursuant to this Section 7.3.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding Proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to to, any domestic or foreign court or Governmental EntityBody) (a "Third Party Claim") against such Indemnified Party, against relating to a matter for which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim"Claim Notice"). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"))Claim Notice, to conduct at its expense the defense against such claim in its own name, or or, if necessary necessary, in the name of the Indemnified Party; provided. Notwithstanding the foregoing, however, that the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party shall have if the right to approve Third Party Claim (i) seeks injunctive or other equitable relief, or (ii) involves criminal allegations against the Defense Counsel, which approval shall not be unreasonably withheld or delayedIndemnified Party.

Indemnification Procedure for Third Party Claims. 5.3.1 In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any domestic or foreign court or Governmental Entity) Authority (a "Third Party Claim") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty ten days (3010) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any domestic or foreign court, government, or Governmental EntityAuthority or instrumentality, federal state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty sixty (3060) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) days Business Days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen days (3015) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement A party (an "“Indemnified Party"”) asserts seeking indemnification based on a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party other than a party to this Agreement or an Affiliate of such (a “third party”) shall give prompt notice to the other party (including, but not limited to the “Indemnifying Party”) of any Governmental Entity) (a "Third Party Claim") against such Indemnified Party, against which a Party is required to provide claim for indemnification arising under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). Article V. The Indemnifying Party shall have the rightright to assume and to control the defense of any third party claim with counsel reasonably acceptable to such Indemnified Party, upon written notice to at the Indemnified Party (Indemnifying Party’s own cost and expense, including the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party cost and expense of notice of attorneys’ fees and disbursements in connection with such claimdefense, (in which notice by event the Indemnifying Party shall specify not be obligated to pay the fees and disbursements of separate counsel it will appoint to defend for such claim ("Defense Counsel")), to conduct at its expense in such action. In the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; providedevent, however, that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, and there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall have pay the right to approve reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such third party claim or payment in connection with any such settlement shall be made without the Defense Counsel, prior consent of the Indemnifying Party which approval consent shall not be unreasonably withheld or delayedwithheld.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding Proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to to, any domestic or foreign court or Governmental EntityBody) (a "Third Party ClaimTHIRD PARTY CLAIM") against such Indemnified Party, against relating to a matter for which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim"CLAIM NOTICE"). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"))Claim Notice, to conduct at its expense the defense against such claim in its own name, or or, if necessary necessary, in the name of the Indemnified Party; provided. Notwithstanding the foregoing, however, that the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party shall have if the right to approve Third Party Claim (i) seeks injunctive or other equitable relief, or (ii) involves criminal allegations against the Defense Counsel, which approval shall not be unreasonably withheld or delayedIndemnified Party.

Indemnification Procedure for Third Party Claims. 9.3.1 In the event that subsequent to the Initial Closing any person Person or entity entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any domestic or foreign court or Governmental Entity) Authority (a "Third Party ClaimTHIRD PARTY CLAIM") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty ten (3010) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. a. In the event that subsequent to the Initial Closing any person Person or entity entitled to indemnification under this Agreement Article 7 (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding Proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (includingincluding any domestic or foreign court, but not limited to any government, or Governmental EntityAuthority or instrumentality, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim claim, and copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim, to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense and with counsel selected by the Indemnifying Party the defense against such claim Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. IX.3.1 In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any domestic or foreign court or Governmental Entity) Authority (a " THIRD PARTY CLAIM"Third Party Claim") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty ten days (3010) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the -------- ------- Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. 1. In the event that subsequent to the Initial Closing Date any person or entity party entitled to indemnification under this Agreement hereunder (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate affiliate of such a party (to this Agreement, including, but not limited to without limitation, any Governmental Entity) Authority (a "Third “Third-Party Claim"”) against such Indemnified PartyPerson, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "the “Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim“Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from of the Indemnified Party of notice of such claimClaim Notice, (which notice by the Indemnifying Party Defense Notice shall specify the counsel it the Indemnifying Party will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or or, if necessary necessary, in the name of the Indemnified Party; provided, however, that Defense Counsel shall be reasonably acceptable to the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedParty.

Indemnification Procedure for Third Party Claims. In If either party (the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity who is not a party to penalty or assessment for which indemnity may be sought under this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) Article X (a "Third Party Claim") against such ), and the Indemnified Party, against which a Party is required intends to provide indemnification under seek indemnity pursuant to this Agreement (an "Indemnifying Party")Article X, the Indemnified Party shall give written promptly provide the other party (the "Indemnifying Party") with notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Third Party a reasonable opportunity to respond to such claim)Claim. The Indemnifying Party shall have the rightshall, upon written notice acknowledgement of its obligation to indemnify the Indemnified Party (Party, be entitled to participate in or, at its option, assume the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice defense or settlement of such claim, (which notice Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of and approved by the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith. In the event that the Indemnifying Party fails to assume the defense or delayed.settlement of any Third Party Claim

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. (a) In the event that that, subsequent to the Initial Closing Closing, any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement Party or an Affiliate of such a party Party (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days Business Days after learning of such claim (or within such shorter time as may be necessary claim. Subject to give Section 10.3(d) below, the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) calendar days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct conduct, at its expense expense, the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "Third Party ClaimTHIRD PARTY CLAIM") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense CounselDEFENSE COUNSEL")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall have the right to approve the Defense Counsel and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which approval shall not be unreasonably withheld or delayedsubject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate affiliate of such a party (including, but not limited to any Governmental Entity) this Agreement (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) five business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) five business days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, the Indemnifying Party shall determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. 8.3.1 In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim claim, issuance of any order or of the commencement of any action or proceeding by any entity person who is not a party to this Agreement or an Affiliate of such a party (party, including, but not limited to without limitation, any domestic or foreign court or Governmental Entity) Authority (a "Third Party Claim") ), against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such 40 shorter time as may be necessary necessary, in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim); provided, however, that the failure to give such notice shall not affect the right to indemnity hereunder except to the extent the Indemnifying Party is prejudiced by such delay. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counseldefense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) Entity (a "Third Party Claim") against such Indemnified Party, against which a Party is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days (or fifteen (15) days in the case of any third party claims relating to Taxes) after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint at its own expense and in its sole discretion to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall promptly give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty fifteen (3015) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty days (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity that may be entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against for which a Party is required party to provide this Agreement may be entitled to indemnification under this Agreement (an "Indemnifying Party")Agreement, the Indemnified Party shall give prompt written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty party hereto required to provide such indemnification (30or if such indemnification is to be provided from the Escrow Account, then to Seller) days (such notified party, the “Responsible Party”) (but in no event later than ten (10) Business Days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Responsible Party shall have the right, right upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen (3015) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Responsible Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party Party to this Agreement or an Affiliate of such a party (including, but not limited Party to any Governmental Entity) this Agreement (a "“Third Party Claim"”) against such Indemnified Party, against with respect to which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days as promptly as practicable after learning of such claim claim, and in no event longer than fifteen (or within such shorter time as may be necessary 15) days. Subject to give Section 7.5(d), the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty twenty (3020) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that which such counsel shall be reasonably acceptable to the Indemnified Party. The assumption of the defense of any Third Party Claim by the Indemnifying Party shall have not constitute an admission of responsibility to indemnify the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedIndemnified Party.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel"”)), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which approval shall not be unreasonably withheld or delayedsubject again to the Indemnified Party’s approval.

Indemnification Procedure for Third Party Claims. In If any party (the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity who is not a party to penalty or assessment for which indemnity may be sought under this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) Article V (a "Third Party Claim") against ), and such Indemnified Party, against which a Party is required intends to provide indemnification under seek indemnity pursuant to this Agreement (an "Indemnifying Party")Article V, the Indemnified Party shall give written promptly provide the other party (the "Indemnifying Party") with notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Third Party a reasonable opportunity to respond to such claim)Claim. The Indemnifying Party shall have be entitled to participate in or, at its option, assume the rightdefense, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice appeal, or settlement of such claim, (which notice Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of and approved by the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith. In the event that the Indemnifying Party fails to assume the defense or settlement of any Third Party Claim within 20 days after receipt of notice thereof from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party. The Indemnifying Party shall not settle any Third Party Claim the defense or settlement of which is controlled by it without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed), unless the terms of such settlement or compromise release such Indemnified Party from any and all liability with respect to such Third Party Claim.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate affiliate of such a party (including, but not limited to any Governmental Entity) this Agreement (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 5 business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) 5 business days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, the Indemnifying Party shall determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any domestic or foreign court or Governmental EntityAuthority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, ([which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel"”))], to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which approval shall not be unreasonably withheld or delayedsubject again to the Indemnified Party’s approval.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give deliver written notice together with a statement reasonably detailed description of any available information regarding such claim the Third Party Claim, the Third Party Claim’s nature and basis, the damages claimed by the third party and all legal pleading for the Third Party Claim (a “Claim Notice”) to the Indemnifying Party within thirty (30) days after learning receipt by the Indemnified Party of such claim (or within such shorter time as may be necessary to give the Indemnifying notice of a Third Party a reasonable opportunity to respond to such claim)Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty fifteen (3015) days after receipt from the Indemnified Party of a Claim Notice, to assume the defense of such Third Party Claim by sending a notice of such claimassumption to the Indemnified Party. Promptly after sending the Defense Notice, (which notice by the Indemnifying Party shall specify choose and employ independent legal counsel of reputable standing. After sending the counsel it will appoint Defense Notice, the Indemnifying Party is entitled to defend such claim ("Defense Counsel"))contest, pay, settle or compromise the Third Party Claim, subject to conduct the other provisions of this Section ‎9.5. Notwithstanding anything in this Section ‎9.5(a) to the contrary, an Indemnified Party is entitled to participate in the defense of a Third Party Claim at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayedexpense.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to to, any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement or which will be applied against the Basket Amount, as defined in Section 9.5(b)(i) (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with (a statement of any available information “Third Party Claim Notice”) regarding such claim to the Indemnifying Party as soon as practicable, and in any event within thirty (30) days 20 Business Days after learning of such claim (claim, unless the notice relates to commencement of an action or within proceeding, in which case such shorter time notice shall be given as may be necessary soon as practicable, and at least 15 Business Days prior to give the Indemnifying Party a reasonable opportunity to respond to such claim)any response required by applicable Law or tribunal rule. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days 15 Business Days after receipt from the Indemnified Party of notice of such claima Third Party Claim Notice, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who that is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental Entitydomestic or foreign court or governmental authority, federal, state or local) (a "Third Party ClaimTHIRD PARTY CLAIM") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense NoticeDEFENSE NOTICE") within thirty (30) 30 days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense CounselDEFENSE COUNSEL")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval. If Parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "“Third Party Claim"”) against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice together with (a statement of any available information “Third Party Claim Notice”) regarding such claim to the Indemnifying Party within thirty (30) days 20 Business Days after learning of such claim (claim, unless the notice relates to commencement of an action or within proceeding, in which case such shorter time notice shall be given as may be necessary soon as practicable, and at least 15 Business Days prior to give the Indemnifying Party a reasonable opportunity to respond to such claim)any response required by applicable Law or tribunal rule. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days 15 Business Days after receipt from the Indemnified Party of notice of such claima Third Party Claim Notice, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("“Defense Counsel")”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. In the event that that, subsequent to the Initial Closing Closing, any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity Person who is not a party to this Agreement or an Affiliate of such a party to this Agreement (including, but not limited to any Governmental EntityAuthority) (a "Third Party Claim") against such Indemnified Party, against which a Party party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with (a statement of any available information "Third Party Claim Notice") regarding such claim to the Indemnifying Party within thirty (30) days 20 Business Days after learning of such claim (claim, unless the notice relates to commencement of an action or within proceeding, in which case such shorter time notice shall be given as may be necessary soon as practicable, and at least 15 Business Days prior to give the Indemnifying Party a reasonable opportunity to respond to such claim)any response required by applicable Law or tribunal rule. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days 15 Business Days after receipt from the Indemnified Party of notice of such claima Third Party Claim Notice, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld withheld, conditioned or delayed.