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

Indemnification Procedures for Third Party Claims. (a) Upon receipt of notice by an Indemnitee of a pending or threatened claim or demand made by any Person against the Indemnitee (a “Third-Party Claim”), such Indemnitee shall notify the Indemnitor in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, by such Indemnitee of notice of the Third-Party Claim; provided that, subject to Section 10.1, failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third-Party Claim is made against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor shall not be entitled to assume the defense of any Third-Party Claim (A) for equitable or injunctive relief (other than equitable claims that are ancillary to a claim for monetary damages) or any claim that would impose criminal liability on the Indemnitee, (B) that alleges Losses in excess of the Indemnitor’s maximum indemnification obligations under this Agreement and the Indemnitee believes in good faith that such allegation would be reasonably likely to lead to Losses in excess of the Indemnitor’s maximum indemnification obligation or (C) with respect to which the Indemnitee has been advised by outside legal counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitee and the Indemnitor, and the Indemnitee shall have the right to defend, at the expense of the Indemnitor, any such Third-Party Claim, with the amounts thereof to be treated as Losses subject to this Article X. Following the Indemnitor’s assumption of the defense of any Third-Party Claim, if the Indemnitor denies its obligation to indemnify the Indemnitee for such Third-Party Claim, such Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification hereunder. Should an Indemnitor be entitled to and so elect to assume the defense of a Third-Party Claim, for so long as the Indemnitor remains entitled to maintain the assumption of the defense of such Third-Party Claim, the Indemnitor shall not be liable to the Indemnitee for legal expenses incurred by the Indemnitee in connection with the defense thereof. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor shall control such defense. The fees and expenses of counsel employed by the Indemnitee for any period between the date on which the Indemnitee has given notice of such Third-Party Claim to Indemnitor until (if applicable) the date on which the Indemnitor has assumed the defense thereof shall be treated as Losses subject to this Article X. If the Indemnitor chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnitor assumes the defense of any Third-Party Claim, the Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned, or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of guilt, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which the Indemnitee will be indemnified hereunder. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement or compromise or consent to the entry of any judgment with respect to a Third-Party Claim relating to Taxes without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnitee gives an Indemnitor notice of a Third-Party Claim and the Indemnitor does not assume such defense, then the Indemnitee may conduct the defense of such Third-Party Claim; provided, however, that the Indemnitee will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Third-Party Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures for Third Party Claims. (a) Upon receipt of notice by In the event that an Indemnitee receives notice of a pending or threatened the assertion of any claim or demand made the commencement of any Action by any Person against a third-party in respect of which indemnity may be sought under the Indemnitee provisions of this ARTICLE 10 (a “Third-Party Claim”), such the Indemnitee shall promptly notify the Indemnitor in writingwriting (“Notice of Claim”) of such Third-Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure to delay causes actual harm to the Indemnitor with respect to such Third-Party Claim. The Indemnitee shall set forth in reasonable detailthe Notice of Claim the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate is not conclusive of the final amount of such Losses) and a description of the basis for such Third-Party Claim. (b) Subject to the further provisions of this Section 10.5, the Indemnitor has 10 days (or less if the nature of the Third-Party Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Third-Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a “Third-Party Defense”). Any Indemnitee may employ separate counsel in any such Third-Party Defense and to participate therein, but the fees and expenses of such counsel are not at the expense of the Indemnitor unless (A) the Indemnitor failed, within the time after having been notified by the Indemnitee of the existence of the Third-Party Claim as promptly as reasonably possible after receipt, by such Indemnitee provided in the first sentence of notice of the Third-Party Claim; provided that, subject to Section 10.1, failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. this paragraph (b) If a Third-Party Claim is made against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses), to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor shall not be entitled to assume the defense of any Third-Party Claim (A) for equitable or injunctive relief (other than equitable claims that are ancillary to a claim for monetary damages) or any claim that would impose criminal liability on the Indemnitee, (B) that alleges Losses in excess of the Indemnitor’s maximum indemnification obligations under this Agreement and the Indemnitee believes in good faith that such allegation would be reasonably likely to lead to Losses in excess of the Indemnitor’s maximum indemnification obligation or (C) with respect to which the Indemnitee has been advised by outside legal counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitee and the Indemnitor, and the Indemnitee shall have the right to defend, at the expense of the Indemnitor, any such Third-Party Claim, with the amounts thereof to be treated as Losses subject to this Article X. Following the Indemnitor’s assumption of the defense of any Third-Party Claim, if the Indemnitor denies its obligation to indemnify the Indemnitee for such Third-Party Claim, such Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification hereunder. Should an Indemnitor be entitled to and so elect to assume the defense of a Third-Party Claim, for so long as the Indemnitor remains entitled to maintain the assumption of the defense of such Third-Party Claim, or (B) the Indemnitor shall not be liable to the Indemnitee for legal expenses incurred by the Indemnitee employment of such counsel has been specifically authorized in connection with the defense thereof. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed writing by the Indemnitor, it being understood, however, that . (c) The Indemnitor is not entitled to assume the Indemnitor shall control such defense. The fees and expenses of counsel employed by Third-Party Defense if: (i) the Indemnitee for any period between the date on which the Indemnitee has given notice of such Third-Party Claim seeks, in addition to Indemnitor until or in lieu of monetary damages, any injunctive or other equitable relief (if applicableexcept where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the date Third-Party Claim relates to or arises in connection with any criminal Proceeding, indictment or allegation; (iii) under applicable standards of professional conduct, a conflict on which any significant issue exists between the Indemnitee and the Indemnitor has assumed in respect of the defense thereof shall be treated as Losses subject to this Article X. If the Indemnitor chooses to defend any Third-Party Claim, all ; (iv) the parties hereto shall cooperate in the defense Indemnitor has failed or prosecution of is failing to vigorously prosecute or defend such Third-Party Claim. Such cooperation shall include ; or (v) the retention Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third-Party Defense and provide indemnification under the provisions of this Agreement. (d) If by reason of the Third-Party Claim a Lien, attachment, garnishment, or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor’s request) the provision , if it desires to the Indemnitor of records and information which are reasonably relevant exercise its right to assume such Third-Party ClaimDefense, and making employees and other representatives and advisors available on must furnish a mutually convenient basis reasonably satisfactory indemnity bond to provide additional information and explanation obtain the prompt release of any material provided hereunder. such Lien, attachment, garnishment, or execution. (e) If the Indemnitor assumes the defense of any a Third-Party ClaimDefense, it will take all steps reasonably necessary in the Indemnitor shall notdefense, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditionedprosecution, or delayed), enter into any settlement or compromise or of such claim. The Indemnitor will not consent to the entry of any judgment or enter into any settlement, except with the written consent of the Indemnitee, except if the Indemnitor acknowledges its indemnification obligation in respect to such settled claim in writing to the Indemnitee and sets aside monies to satisfy such claim. The Indemnitor shall conduct the defense of the Third-Party Claim if such settlementactively and diligently, compromise or judgment (i) involves a finding or admission of guilt, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which and the Indemnitee will be indemnified hereunder. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement or compromise or consent to the entry of any judgment with respect to a Third-Party Claim relating to Taxes without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnitee gives an Indemnitor notice of a Third-Party Claim and the Indemnitor does not assume such defense, then the Indemnitee may conduct provide reasonable cooperation in the defense of such the Third-Party Claim; provided. So long as the Indemnitor is reasonably conducting the Third-Party Defense in good faith, however, that the Indemnitee will not agree consent to the entry of any judgment or enter into any settlement or compromise with respect to such the Third-Party Claim without the prior written consent of the Indemnitor (which consent shall not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee may pay or settle any such Third-Party Claim; provided that in such event shall it waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor has consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third-Party Defense in good faith, the Indemnitee may consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnitor, and the Indemnitor shall reimburse the Indemnitee promptly for all Losses incurred in connection with such judgment or settlement. (f) If (i) an Indemnitee gives Notice of Claim to the Indemnitor, and the Indemnitor fails or elects not to assume a Third-Party Defense which the Indemnitor had the right to assume under this Section 10.5, or (ii) the Indemnitor is not entitled to assume the Third-Party Defense under this Section 10.5, the Indemnitee may, with counsel of its choice, to defend, conduct and control the Third-Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third-Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third-Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim on such terms as it may deem appropriate. Notwithstanding any provision to the contrary, in connection with any Third-Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this ARTICLE 10 with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third-Party Defense which it has the right to assume hereunder, the Indemnitee shall have no obligation to do so. (g) Each Party shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third-Party Defense, including, without limitation, attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each Party shall use its best efforts, in respect of any Third-Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney‑client and work‑product privileges.

Indemnification Procedures for Third Party Claims. Except as otherwise provided in Section 7.05(c) with respect to the Specified Dispute and Section 6.10(c) with respect to Tax Contests: (ai) Upon receipt of notice by an Indemnitee of If such claim, demand, action or proceeding is a pending third-party claim, demand, action or threatened claim or demand made by any Person against proceeding, the Indemnitor will have the right to assume at its expense the defense thereof using counsel reasonably acceptable to the Indemnitee (a “Third-Party Claim”other than as provided in Section 7.05(c)(iii), such Indemnitee shall notify the Indemnitor in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, by such Indemnitee of notice of the Third-Party Claim; provided that, subject to Section 10.1, failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third-Party Claim is made against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee); provided, however, that the Indemnitor shall not be entitled to assume the defense of any Thirdthird-Party Claim party claim, or may no longer continue to assume the defense of the third-party claim, if (A) for equitable or injunctive the third-party claim (1) seeks non-monetary relief and (other than equitable claims that are ancillary 2) if determined adversely to the Indemnitee, could have a claim for monetary damages) or any claim that would impose criminal liability material adverse effect on the such Indemnitee, (B) the third-party claim involves criminal or quasi-criminal allegations, (C) the third party claim involves a claim that alleges Losses (x) is reasonably expected to result in liability to the Indemnitee in excess of Indemnitor’s indemnification obligations hereunder in light of the limitations set forth herein and (y) the amount of such excess is greater than the aggregate dollar value of the Indemnitor’s maximum indemnification obligations under this Agreement and hereunder in light of the limitations set forth herein, or (D) the Indemnitee believes in good faith that such allegation would be reasonably likely to lead to Losses in excess receives an opinion of the Indemnitor’s maximum indemnification obligation or (C) with respect to which the Indemnitee has been advised by outside legal counsel that there is a reasonable likelihood exists of a material conflict of interest between the Indemnitee Indemnitor and the Indemnitor, and the Indemnitee shall have the right to defend, at the expense of the Indemnitor, any such Third-Party Claim, with the amounts thereof to be treated as Losses subject to this Article X. Following the Indemnitor’s assumption of the defense of any Third-Party Claim, if the Indemnitor denies its obligation to indemnify the Indemnitee for such Third-Party Claim, such Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification hereunder. Should an Indemnitor be entitled to and so elect to assume the defense of a Third-Party Claim, for so long as the Indemnitor remains entitled to maintain the assumption of the defense of such Third-Party Claim, the Indemnitor shall not be liable to the Indemnitee for legal expenses incurred by the Indemnitee in connection with such defense. In the defense thereof. If event that the Indemnitor assumes such defensethe defense of a third-party claim pursuant to the provisions of the immediately proceeding sentence, the Indemnitee shall have the right to participate in the defense thereof of the third party claim, and to employ counsel, may retain separate co-counsel of its choice at its own sole cost and expense. (ii) If the Indemnitor assumes such defense, separate from the counsel employed by the Indemnitor, it being understood, howeverIndemnitor shall be entitled to settle such claims; provided, that the Indemnitor shall control such defense. The fees and expenses of counsel employed by the Indemnitee for any period between the date on which the Indemnitee has given notice of such Third-Party Claim to Indemnitor until (if applicable) the date on which the Indemnitor has assumed the defense thereof shall be treated as Losses subject to this Article X. If the Indemnitor chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnitor assumes the defense of any Third-Party Claim, the Indemnitor shall not, without obtain the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned, withheld or delayed), enter ) before entering into any settlement of a claim or ceasing to defend such claim. The Indemnitor shall not be liable for any amount required to be paid by the Indemnitee that exceeds, where the Indemnitee has unreasonably withheld or delayed consent in connection with the proposed compromise or consent settlement of a third-party claim, the amount for which that third-party claim could have been settled pursuant to the entry of any judgment with respect to such Third-Party Claim if such settlement, that proposed compromise or judgment (i) involves a finding or admission of guilt, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third-Party Claim or settlement. (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which the Indemnitee will be indemnified hereunder. Notwithstanding the foregoing, If the Indemnitor shall not enter into any settlement or compromise or consent to assume the entry defense of any judgment with respect to a Third-Party Claim relating to Taxes without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheldsuch action, conditionedlawsuit, proceeding, investigation or delayed). If the Indemnitee gives an Indemnitor notice of a Third-Party Claim and the Indemnitor does not assume such defenseother claim, then the Indemnitee may conduct the defense of defend against such Third-Party Claimmatter as it deems appropriate; provided, however, provided that (A) the Indemnitee will may not agree to the entry of settle any judgment or enter into any settlement or compromise with respect to such Third-Party Claim matter without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed)) if the Indemnitee is seeking or will seek indemnification hereunder with respect to such matter and (B) the cost of such defense shall be borne by the Indemnitor to the extent they are indemnifiable Losses but in no event will the Indemnitor be obligated to bear more than the reasonable costs and expenses of one counsel to all Indemnitees (plus local counsel, if necessary) arising out of the same or similar set of circumstances. (iv) In all cases, the Indemnitee and the Indemnitor shall provide the other with reasonable cooperation in defense of claims or litigation and all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge at the cost and expenses of the Indemnitor, including, but not limited to, by providing the other Party with reasonable access to books, records, employees and officers (including as witnesses) of the Party and its Affiliates.

Indemnification Procedures for Third Party Claims. (a) Upon receipt of notice by In the event that an Indemnitee receives notice of a pending or threatened the assertion of any claim or demand made the commencement of any Action by any Person against a third-party in respect of which indemnity may be sought under the Indemnitee provisions of this ARTICLE 10 (a “Third-Party Claim”), such the Indemnitee shall promptly notify the Indemnitor in writingwriting (“Notice of Claim”) of such Third-Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure to delay causes actual harm to the Indemnitor with respect to such Third-Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third-Party Claim. (b) Subject to the further provisions of this Section 10.5 and the rights of the R&W Insurer, the Indemnitor will have ten (10) days (or less if the nature of the Third-Party Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Third-Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a “Third-Party Defense”). Any Indemnitee shall have the right to employ separate counsel in reasonable detailany such Third-Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third-Party Claim as promptly as reasonably possible after receipt, by such Indemnitee provided in the first sentence of notice of the Third-Party Claim; provided that, subject to Section 10.1, failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. this paragraph (b) If a Third-Party Claim is made against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses), to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor shall not be entitled to assume the defense of any Third-Party Claim (A) for equitable or injunctive relief (other than equitable claims that are ancillary to a claim for monetary damages) or any claim that would impose criminal liability on the Indemnitee, (B) that alleges Losses in excess of the Indemnitor’s maximum indemnification obligations under this Agreement and the Indemnitee believes in good faith that such allegation would be reasonably likely to lead to Losses in excess of the Indemnitor’s maximum indemnification obligation or (C) with respect to which the Indemnitee has been advised by outside legal counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitee and the Indemnitor, and the Indemnitee shall have the right to defend, at the expense of the Indemnitor, any such Third-Party Claim, with the amounts thereof to be treated as Losses subject to this Article X. Following the Indemnitor’s assumption of the defense of any Third-Party Claim, if the Indemnitor denies its obligation to indemnify the Indemnitee for such Third-Party Claim, such Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification hereunder. Should an Indemnitor be entitled to and so elect to assume the defense of a Third-Party Claim, for so long as the Indemnitor remains entitled to maintain the assumption of the defense of such Third-Party Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor. (c) The Indemnitor shall will not be liable entitled to assume the Indemnitee Third-Party Defense if: (i) the Third-Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for legal expenses incurred by monetary damages); (ii) the Indemnitee Third-Party Claim relates to or arises in connection with any criminal Proceeding, indictment or allegation; (iii) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third-Party Claim; (iv) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third-Party Claim; (v) the assumption of the defense thereof. If of the Third-Party Claim by the Indemnitor assumes such defense, is reasonably likely to cause a Buyer Indemnitee to lose coverage under the R&W Policy; (vi) a Buyer Indemnitee shall have or the right insurer is required to participate in assume the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor shall control such defense. The fees and expenses of counsel employed by the Indemnitee for any period between the date on which the Indemnitee has given notice of such Third-Party Claim pursuant to Indemnitor until the R&W Policy; or (if applicablevii) the date on which Indemnitor fails to provide reasonable assurance to the Indemnitor has assumed Indemnitee of its financial capacity to prosecute the defense thereof shall be treated as Losses subject to this Article X. If the Indemnitor chooses to defend any Third-Party ClaimDefense and provide indemnification in accordance with the provisions of this Agreement. (d) If by reason of the Third-Party Claim a Lien, all attachment, garnishment or execution is placed upon any of the parties hereto shall cooperate in property or assets of the defense or prosecution of Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third-Party Claim. Such cooperation shall include Defense, must furnish a reasonably satisfactory indemnity bond to obtain the retention and prompt release of such Lien, attachment, garnishment or execution. (upon the Indemnitor’s requeste) the provision to the Indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnitor assumes the defense of any a Third-Party ClaimDefense, it will take all steps reasonably necessary in the defense, prosecution or settlement of such claim. The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall will not be unreasonably withheld, conditioned, or delayed), enter into any settlement or compromise or consent to the entry of any judgment or enter into any settlement, except with the written consent of the Indemnitee, except if the Indemnitor acknowledges its indemnification obligation in respect to such settled claim in writing to the Indemnitee and sets aside monies to satisfy such claim. The Indemnitor shall conduct the defense of the Third-Party Claim if such settlementactively and diligently, compromise or judgment (i) involves a finding or admission of guilt, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which and the Indemnitee will be indemnified hereunder. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement or compromise or consent to the entry of any judgment with respect to a Third-Party Claim relating to Taxes without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnitee gives an Indemnitor notice of a Third-Party Claim and the Indemnitor does not assume such defense, then the Indemnitee may conduct provide reasonable cooperation in the defense of such the Third-Party Claim; provided. So long as the Indemnitor is reasonably conducting the Third-Party Defense in good faith, however, that the Indemnitee will not agree consent to the entry of any judgment or enter into any settlement or compromise with respect to such the Third-Party Claim without the prior written consent of the Indemnitor (which consent shall not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third-Party Claim; provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third-Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnitor, and the Indemnitor shall reimburse the Indemnitee promptly for all Losses incurred in connection with such judgment or settlement. (f) In the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor, and the Indemnitor fails or elects not to assume a Third-Party Defense which the Indemnitor had the right to assume under this Section 10.5, or (ii) the Indemnitor is not entitled to assume the Third-Party Defense pursuant to this Section 10.5, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third-Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third-Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third-Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim on such terms as it may deem appropriate. Notwithstanding any provision to the contrary, in connection with any Third-Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this ARTICLE 10 with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third-Party Defense which it has the right to assume hereunder, the Indemnitee shall have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third-Party Defense, including, without limitation, attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of any Third-Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.