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

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim covered by Section 17.1 or Section 17.2 against an indemnified Party (any such Customer or TPA, as applicable, an "Indemnified Party") with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 or Section 17.2, such Indemnified Party shall promptly deliver to the indemnifying Party (any such Customer or TPA, as applicable, an "Indemnifying Party") a written notice (a "Claims Notice"), including a brief description of the amount and basis of the Claim, if known. Upon giving such Claims Notice, the Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, and the Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party shall keep the Indemnified Party apprised at all times as to the status of the defense; provided, however, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder unless such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim on Indemnified Party's behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and the Indemnified Party shall cooperate fully with, and assist the Indemnifying Party in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's assistance in defense of a Claim. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; provided, however, (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in Sections 17.1 or 17.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. (1) the Indemnified Party receives notice from the Indemnifying Party that it will defend; and (2) the Indemnifying Party assumes such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made.

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim claim covered by Section 17.1 15.01 or Section 17.2 15.02 against an any indemnified Party party (any such Customer or TPA, as applicable, an "Indemnified Party") with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 15.01 or Section 17.215.02, such Indemnified Party shall promptly deliver to the indemnifying Party party (any such Customer or TPA, as applicable, an "Indemnifying Party") a written notice (a "Claims Notice"), including a brief description of the amount and basis of the Claimtherefore, if known. Upon giving such Claims Notice, the and thereafter keep Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, and the Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party shall keep the Indemnified Party reasonably apprised at all times as to the status of the defense; provided. Provided, however, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder unless such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim claim, action or proceeding ("Claim") on Indemnified Party's behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and the Indemnified Party shall cooperate fully with, and assist the Indemnifying Party in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's assistance in defense of a Claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; provided, however, (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in Sections 17.1 or 17.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. (1) the Indemnified Party receives notice from the Indemnifying Party that it will defend; and (2) the Indemnifying Party assumes such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made.

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim covered by Section 17.1 12.1 or Section 17.2 12.2 against an indemnified ADMINISTRATOR Indemnified Party or a COMMONWEALTH Indemnified Party (any such Customer or TPA, as applicable, an "Indemnified Party") with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 12.1 or Section 17.212.2, such Indemnified Party shall promptly deliver to the indemnifying Party (any such Customer COMMONWEALTH, on the one hand, or TPAADMINISTRATOR and SDI, on the other hand, as applicable, an "Indemnifying Party") a written notice (a "Claims Notice"), including a brief description of the amount and basis of the Claim, if known. Upon giving such Claims Notice, the Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, PROVIDED that, in the event that COMMONWEALTH is an Indemnifying Party with respect to a Claim asserted hereunder, and COMMONWEALTH is entitled to indemnification from a third party (a "Third Party Indemnitor") in respect of the same underlying subject matter, facts or circumstances as such Claim, COMMONWEALTH may, upon notice to the Indemnified Party, assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party or Third Party Indemnitor in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party or Third Party Indemnitor shall keep the Indemnified Party apprised at all times as to the status of the defense; providedPROVIDED, howeverHOWEVER, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party or Third Party Indemnitor reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder unless except to the extent such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim on Indemnified Party's behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and Notice; PROVIDED that, notwithstanding anything in this Article 12 to the contrary, in the event the Claim is an action, proceeding, inquiry or 46 <PAGE> investigation commenced by a Governmental Entity, the Indemnified Party shall have the right to control the defense of such Claim. If so specified in such notice, the Indemnifying Party, in the event that the Indemnifying Party is entitled to indemnification from a Third Party Indemnitor in respect of the same underlying subject matter, facts or circumstances as the Claim asserted, may assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party shall cooperate fully with, and assist the Indemnifying Party or Third Party Indemnitor in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's or Third Party Indemnitor's assistance in defense of a Claim. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; providedPROVIDED, howeverHOWEVER, that (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim (including the right to assign the defense to a Third Party Indemnitor under the circumstances described above) any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its prior written consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in Sections 17.1 Section 12.1 or 17.2 12.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. . In any Claim as to which the Indemnifying Party is entitled pursuant to this Section 12.3 to assume and control the defense thereof, until both (1i) the Indemnified Party receives notice from the Indemnifying Party that it will defenddefend or, as permitted, assign such defense to a Third Party Indemnitor; and (2ii) the Indemnifying Party assumes or so assigns such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2Section 12.1 or 12.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made.. 47 <PAGE> 13. LIMITATION OF LIABILITY 13.1

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim covered by Section 17.1 12.1 or Section 17.2 12.2 against an indemnified ADMINISTRATOR Indemnified Party or a GS GROUP Indemnified Party (any such Customer or TPA, as applicable, an "Indemnified Party") with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 12.1 or Section 17.212.2, such Indemnified Party shall promptly deliver to the indemnifying Party (GS GROUP or 40 any such Customer CLIENT, on the one hand, or TPAADMINISTRATOR and SDI, on the other hand, as applicable, an "Indemnifying Party") a written notice (a "Claims Notice"), including a brief description of the amount and basis of the Claim, if known. Upon giving such Claims Notice, the Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, PROVIDED that, in the event that any CLIENT is an Indemnifying Party with respect to a Claim asserted hereunder, and such CLIENT is entitled to indemnification from a third party (a "Third Party Indemnitor") in respect of the same underlying subject matter, facts or circumstances as such Claim, the Indemnifying Party may, upon notice to the Indemnified Party, assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party or Third Party Indemnitor in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party or Third Party Indemnitor shall keep the Indemnified Party apprised at all times as to the status of the defense; providedPROVIDED, howeverHOWEVER, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party or Third Party Indemnitor reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder unless except to the extent such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim on Indemnified Party's behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and Notice; PROVIDED that, notwithstanding anything in this Article 12 to the contrary, in the event the Claim is an action, proceeding, inquiry or investigation commenced by a Governmental Entity, the Indemnified Party shall have the right to control the defense of such Claim. If so specified in such notice, the Indemnifying Party, in the event that the Indemnifying Party is entitled to indemnification from a Third Party Indemnitor in respect of the same underlying subject matter, facts or circumstances as the Claim asserted, may assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party shall cooperate fully with, and assist the Indemnifying Party or Third Party Indemnitor in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's or Third Party Indemnitor's assistance in defense of a Claim. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; providedPROVIDED, howeverHOWEVER, that (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim (including the right to assign the defense to a Third Party Indemnitor under the circumstances described above) any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its prior written consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in Sections 17.1 Section 12.1 or 17.2 12.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. . In any Claim as to which the Indemnifying Party is entitled pursuant to this Section 12.3 to assume and control the defense thereof, until both (1i) the Indemnified Party receives notice from the Indemnifying Party that it will defenddefend or, as permitted, assign such defense to a Third Party Indemnitor; and (2ii) the Indemnifying Party assumes or so assigns such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2Section 12.1 or 12.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made.

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim claim covered by Section 17.1 Sections 12.1 or Section 17.2 12.2 against any indemnified party (an indemnified Party (any such Customer or TPA, as applicable, an "“Indemnified Party"”) with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 Sections 12.1 or Section 17.212.2, such Indemnified Party shall promptly deliver to the indemnifying Party party (any such Customer or TPA, as applicable, an "“Indemnifying Party"”) a written notice (a "an “Indemnification Claims Notice"”), including a brief description of the amount and basis of the Indemnification Claim, if known. Upon giving such Claims Notice, the and thereafter keep Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, and the Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party shall keep the Indemnified Party reasonably apprised at all times as to the status of the defense; provided. Provided, however, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder under this Agreement unless such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim claim, action or proceeding (“Indemnification Claim”) on Indemnified Party's ’s behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Indemnification Claims Notice and the Indemnified Party shall cooperate fully with, and assist the Indemnifying Party in the defense and all related settlement negotiations of such Indemnification Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's ’s assistance in defense of a Indemnification Claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense. The Indemnified Party shall have the right to join in the defense of such Indemnification Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; provided, however, (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Indemnification Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Indemnification Claim, then the Indemnified Party shall defend such Indemnification Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Indemnification Claim any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Indemnification Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Indemnification Claim effected without its consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding In the foregoingevent that one party submits to the other a settlement proposal that it wishes to accept, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect party that receives the notice of the defense that it believes is not settlement proposal shall notify the subject submitting party, within ten business days, of its decision to reject settlement, or consent to acceptance of the indemnification provided for in Sections 17.1 or 17.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. (1) the Indemnified Party receives notice from the Indemnifying Party that it will defend; and (2) the Indemnifying Party assumes such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2, the Indemnifying Party settlement offer shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been madeconclusively presumed.

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim covered by Section 17.1 12.1 or Section 17.2 12.2 against an indemnified ADMINISTRATOR Indemnified Party or a COMMONWEALTH Indemnified Party (any such Customer or TPA, as applicable, an "Indemnified Party") with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 12.1 or Section 17.212.2, such Indemnified Party shall promptly deliver to the indemnifying Party (any such Customer COMMONWEALTH, on the one hand, or TPAADMINISTRATOR and SDI, on the other hand, as applicable, an "Indemnifying Party") a written notice (a "Claims Notice"), including a brief description of the amount and basis of the Claim, if known. Upon giving such Claims Notice, the Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, PROVIDED that, in the event that COMMONWEALTH is an Indemnifying Party with respect to a Claim asserted hereunder, and COMMONWEALTH is entitled to indemnification from a third party (a "Third Party Indemnitor") in respect of the same underlying subject matter, facts or circumstances as such Claim, COMMONWEALTH may, upon notice to the Indemnified Party, assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party or Third Party Indemnitor in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party or Third Party Indemnitor shall keep the Indemnified Party apprised at all times as to the status of the defense; providedPROVIDED, howeverHOWEVER, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party or Third Party Indemnitor reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder unless except to the extent such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim on Indemnified Party's behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and Notice; PROVIDED that, notwithstanding anything in this Article 12 to the contrary, in the event the Claim is an action, proceeding, inquiry or investigation commenced by a Governmental Entity, the Indemnified Party shall have the right to control the defense of such Claim. If so specified in such notice, the Indemnifying Party, in the event that the Indemnifying Party is entitled to indemnification from a Third Party Indemnitor in respect of the same underlying subject matter, facts or circumstances as the Claim asserted, may assign the defense of such Claim hereunder to such Third Party Indemnitor. The Indemnified Party shall cooperate fully with, and assist the Indemnifying Party or Third Party Indemnitor in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's or Third Party Indemnitor's assistance in defense of a Claim. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; providedPROVIDED, howeverHOWEVER, that (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim (including the right to assign the defense to a Third Party Indemnitor under the circumstances described above) any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its prior written consent, which consent shall not be unreasonably withheld, except as set forth below. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in Sections 17.1 Section 12.1 or 17.2 12.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. . In any Claim as to which the Indemnifying Party is entitled pursuant to this Section 12.3 to assume and control the defense thereof, until both (1i) the Indemnified Party receives notice from the Indemnifying Party that it will defenddefend or, as permitted, assign such defense to a Third Party Indemnitor; and (2ii) the Indemnifying Party assumes or so assigns such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. Following indemnification as provided in Sections 17.1 and 17.2Section 12.1 or 12.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made.

Indemnification Procedures Involving Third Party Claims. If any third party makes a Claim claim covered by Section 17.1 Sections 13.1 or Section 17.2 13.2 against any indemnified party (an indemnified Party (any such Customer or TPA, as applicable, an "“Indemnified Party"”) with respect to which such Indemnified Party intends to seek indemnification under Section 17.1 Sections 13.1 or Section 17.213.2, such Indemnified Party shall promptly deliver to the indemnifying Party party (any such Customer or TPA, as applicable, an "“Indemnifying Party"”) a written notice (a "“Claims Notice"”), including a brief description of the amount and basis of the Claim, if known. Upon giving such Claims Notice, the and thereafter keep Indemnifying Party shall be obligated to defend such Indemnified Party against such Claim, and the Indemnified Party (except as provided below) shall cooperate fully with, and assist, the Indemnifying Party in its defense against such Claim at the Indemnifying Party's expense. The Indemnifying Party shall keep the Indemnified Party reasonably apprised at all times as to the status of the defense; provided. Provided, however, that the failure of the Indemnified Party to give prompt notice or to keep Indemnifying Party reasonably apprised shall not relieve the Indemnifying Party of any of its obligations hereunder under this Agreement unless such failure prejudices the Indemnifying Party. The Indemnifying Party shall be entitled to assume and control the defense of any such Claim claim, action or proceeding (“Claim”) on Indemnified Party's ’s behalf by written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice and the Indemnified Party shall cooperate fully with, and assist the Indemnifying Party in the defense and all related settlement negotiations of such Claim. The Indemnifying Party shall pay all reasonable outside costs incurred by the Indemnified Party related to the Indemnified Party's ’s assistance in defense of a Claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense. The Indemnified Party shall have the right to join in the defense of such Claim and employ its own separate counsel in any action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party; provided, however, (1) if the Parties agree that it is advantageous to the defense for the Indemnified Party to employ its own counsel or (2) if the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to direct or participate in the defense of such Claim on behalf of the Indemnified Party), then, in each such instance, the reasonable fees and expenses of counsel for such Indemnified Party shall be borne by the Indemnifying Party; provided that the Indemnified Party shall notify the Indemnifying Party of such counsel, and further provided that with respect to any conflict of interest situation described above, the Indemnifying Party may dispute the existence of a conflict and will not be obligated to pay for such counsel if it is ultimately determined that the Indemnified Party's conclusion that there was a conflict of interest requiring separate counsel was erroneous. If the Indemnifying Party shall fail to notify the Indemnified Party of its desire to assume the defense of any such Claim within the prescribed period of time or shall notify the Indemnified Party that it will not assume the defense of any such Claim, then the Indemnified Party shall defend such Claim in any such manner as it may deem appropriate, subject to the right of the Indemnifying Party to assume the defense of such Claim any time prior to its final determination or settlement. The Indemnifying Party shall also be permitted to join in the defense of such Claim and employ counsel at its own expense. Neither the Indemnifying Party nor any Indemnified Party shall be liable for any settlement of any Claim effected without its consent, which consent shall not be unreasonably withheld. In the event that one party submits to the other a settlement proposal that it wishes to accept, except as set forth belowthe party that receives the notice of the settlement proposal shall notify the submitting party, within ten (10) business days, of its decision to reject settlement, or consent to acceptance of the settlement offer shall be conclusively presumed. Notwithstanding the foregoing, the Indemnified Party shall retain, assume or reassume sole control over, and all expenses relating to, every aspect of the defense that it or Indemnifying Party reasonably believes is not the subject of the indemnification provided for in Sections 17.1 13.1 or 17.2 and upon such retention, assumption or reassumption, the Indemnifying Party will be relieved of responsibility for indemnifying the Indemnified Party for such defense or the Claim to which such defense relates. 13.2. 35 Until both (1a) the Indemnified Party receives notice from the Indemnifying Party that it will defend; and (2b) the Indemnifying Party assumes such defense, the Indemnified Party may, at any time after ten (10) days from notifying the Indemnifying Party of the Claim, resist the Claim or, after consultation with and the consent of the Indemnifying Party, settle or otherwise compromise or pay the Claim. The Indemnifying Party shall pay all reasonable outside costs of the Indemnified Party actually incurred arising out of or relating to that defense and any such settlement, compromise or payment. The Indemnified Party shall keep the Indemnifying Party reasonably apprised as to the status of the defense. Following indemnification as provided in Sections 17.1 13.1 and 17.213.2, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the matters from which indemnification has been made. Indemnification of the parties entitled to indemnification for breach of this Agreement shall be the exclusive remedy of such parties and the liability of all parties shall be limited as expressly provided in Article 13.