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

Indemnification Process for Third Party Claims. (i) Promptly after receipt by a Party entitled to indemnification under this Article XV (an “Indemnified Person”) of notice of the assertion of a claim for Damages by any third party against such Party (a “Third-Party Claim”), such Indemnified Person shall give notice to the Party(ies) obligated to provide indemnification under this Article XV (an “Indemnifying Person”) of the assertion of such Third-Party Claim; provided however, that the failure to notify the Indemnifying Person of any Third-Party Claim will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice. (ii) If an Indemnified Person gives notice to the Indemnifying Person pursuant hereto of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes, unless: (1) the Indemnifying Person is also a Person against whom the Third- Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; or (2) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim, to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article XV for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. (iii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without the Indemnifying Person’s consent, which may not be unreasonably withheld. (iv) With respect to any Third-Party Claim subject to indemnification under this Article: (1) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Party fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (2) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (v) With respect to any Third-Party Claim subject to indemnification under this Article, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that, to the extent allowed by law: (1) it will use its commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Process for Third Party Claims. (i) Promptly after receipt by a Party entitled to indemnification under this Article XV (an “Indemnified Person”) of notice of 10.3.1 In the assertion of a claim for Damages event that any Legal Proceeding is asserted or instituted by any third party against Third Party in respect of which an Indemnifying Party may be obligated to provide indemnification hereunder (such Party (Legal Proceeding being hereinafter referred to as a “Third-Third Party Claim”), such Indemnified Person the Indemnifiable Party shall promptly (and in any event within ten (10) Business Days of becoming aware of it) give written notice to the Party(ies) obligated to provide indemnification under this Article XV Indemnifying Party of such Third Party Claim, specifying the nature and grounds of such Third Party Claim and the amount or estimated amount thereof (an “Indemnifying Person”) which estimate shall not be considered a conclusive determination of the assertion final amount of such Third-Third Party Claim) (a “Third Party Claim Notice”); provided provided, however, that the failure to notify the Indemnifying Person of any Third-Party Claim will give such notice promptly shall not relieve the applicable Indemnifying Person Party of any liability that it may have to any Indemnified Personits indemnification obligations under this Agreement, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give any delay in receiving such notice. (ii) If an Indemnified Person gives notice to 10.3.2 In the Indemnifying Person pursuant hereto of the assertion event of a Third-Third Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes, unless: : (1a) the Indemnifying Person is also a Person against whom Party shall have the Third- Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; or (2) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claimright, if it so elects, to assume the defense of such Third-the Third Party Claim and take such action to avoid, defend, dispute, resist, appeal or compromise such Third Party Claim and for such purpose may retain counsel of its choice to represent the Indemnifiable Party and any others that the Indemnifying Party may reasonably designate in connection with such Third Party Claim and shall pay the fees and disbursements of such counsel with regard thereto; (b) the Indemnifiable Party shall have the right, if it so notifies the Indemnifying Party, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel satisfactory of its choice. In such event, the Indemnifying Party shall afford the Indemnifiable Party and its counsel the opportunity to comment (which comments shall be taken into account to the Indemnified Person. After notice from the Indemnifying Person extent reasonable) with respect to the Indemnified Person conduct of its election to assume the defense of such Third-Third Party Claim; (c) if requested by the Indemnifying Party, the Indemnifiable Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends or, if (i) appropriate and related to the Third Party Claim in question and (ii) reasonable in the judgment of the Indemnifying Party, in making any counterclaim against the Person asserting the Third Party Claim, or any cross complaint against any Person. The Indemnifying Party shall consult the Indemnifiable Party with respect to the prosecution of such counterclaim, demand or cross complaint. In such case and to the extent the counterclaim or cross complaint is related to the circumstances or facts giving rise to the Loss, the amount obtained as a result thereof shall be deducted from the amount of the indemnification to be paid by the Indemnifying Party to the Indemnifiable Party. 10.3.3 In the event the Indemnifying Party does not assume the defense in respect of the Third Party Claim, the Indemnifying Person Party shall nothave the right, if it so long as it diligently conducts notifies the Indemnifiable Party, to be consulted in such defensedefense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such event, the Indemnifiable Party shall afford the Indemnifying Party and its counsel the opportunity to comment (which comments shall be liable taken into account to the Indemnified Person under this Article XV for any fees of other counsel or any other expenses extent reasonable) with respect to the conduct of the defense of such Third-Third Party Claim. 10.3.4 From and after the delivery of a Third Party Claim Notice hereunder, in each case subsequently incurred by at the Indemnified Person reasonable request of the Indemnifying Party, the Indemnifiable Party shall promptly provide the Indemnifying Party with copies of any document received or sent in connection with the defense Third Party Claim and shall grant the Indemnifying Party and its Representatives all reasonable access to the books, records and properties of the Indemnifiable Party to the extent reasonably related to the matters to which the Third Party Claim Notice relates. The Indemnifying Party shall not, and shall require that its Representatives shall not, use (except in connection with such Third-Third Party Claim, ) or disclose to any Third Party other than reasonable costs of investigation. If the Indemnifying Person assumes Party’s Representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 10.3.4 which is designated confidential by the defense Indemnifiable Party. All such access shall be granted during normal business hours on a Business Day and shall be granted under conditions which will not unreasonably interfere with the business and operations of a Third-Party Claim, no the Indemnifiable Party. 10.3.5 Any compromise or settlement of such Third-Party Claim may made or caused to be effected made by the Indemnifying Person without Party or the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. (iii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without the Indemnifying Person’s consent, which may not be unreasonably withheld. (iv) With respect to any Third-Party Claim subject to indemnification under this Article: (1) both the Indemnified Person and the Indemnifying PersonIndemnifiable Party, as the case may be, in connection with any Third Party Claim shall keep be binding upon, and be for the benefit of, the Indemnifying Party and the Indemnifiable Party, as the case may be, in the same manner as if a final Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no settlement or compromise shall be entered into by either the Indemnifying Party or the Indemnifiable Party without the express written consent of the other Party fully informed (which consent shall not be unreasonably withheld or delayed). In the event the Indemnifiable Party refuses to consent to a settlement providing for a monetary payment that does not impose any other restrictions on the Indemnifiable Party, the Indemnifying Party shall not be liable to indemnify the Indemnifiable Party for any amount in excess of the status amount of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (2) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimsettlement proposal. (v) With respect to any Third-Party Claim subject to indemnification under this Article, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that, to the extent allowed by law: (1) it will use its commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Process for Third Party Claims. (i) Promptly after receipt by a Party entitled to indemnification under this Article XV (an “Indemnified Person”) of notice of the assertion of a claim for Damages by any third party against such Party (a “Third-Party Claim”), such Indemnified Person shall give notice to the Party(ies) obligated to provide indemnification under this Article XV (an “Indemnifying Person”) of the assertion of such Third-Party Claim; provided however, that the failure to notify the Indemnifying Person of any Third-Party Claim will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice. (ii) . • If an Indemnified Person gives notice to the Indemnifying Person pursuant hereto of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes, unless: (1) the Indemnifying Person is also a Person against whom the Third- Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; or (2) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim, to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article XV for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. (iii) . • Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without the Indemnifying Person’s consent, which may not be unreasonably withheld. (iv) . • With respect to any Third-Party Claim subject to indemnification under this Article: (1) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Party fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (2) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (v) With respect to any Third-Party Claim subject to indemnification under this Article, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that, to the extent allowed by law: (1) it will use its commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.:

Indemnification Process for Third Party Claims. (i) Promptly after receipt by a Party entitled to indemnification under this Article XV (an “Indemnified Person”) of notice of 10.3.1 In the assertion of a claim for Damages event that any Legal Proceeding is asserted or instituted or threatened by any third party against such Third Party (a “Third-in respect of which an Indemnifying Party Claim”), such Indemnified Person shall give notice to the Party(ies) may be obligated to provide indemnification hereunder (such Legal Proceeding being hereinafter referred to as a "Third Party Claim"), the Indemnifiable Party shall promptly (and in any event within 20 Business Days of an executive or senior officer of such Indemnifiable Party becoming aware of it) give written notice to the Indemnifying Party of such Third Party Claim, specifying, to the extent permitted by applicable Law and without waiving any rights under this Article XV the attorney work product doctrine or rights of attorney-client or other applicable privileges, the nature and grounds of such Third Party Claim and the amount or estimated amount thereof (an “Indemnifying Person”) which estimate shall not be considered a conclusive determination of the assertion final amount of such Third-Third Party Claim) (a "Third Party Claim Notice"); provided provided, however, that the failure to notify the Indemnifying Person of any Third-Party Claim will give such notice promptly shall not relieve the applicable Indemnifying Person Party of any liability that it may have to any Indemnified Personits indemnification obligations under this Agreement, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually prejudiced by the Indemnified Person’s failure to give delay in receiving such notice. (ii) If an Indemnified Person gives notice to 10.3.2 In the Indemnifying Person pursuant hereto of the assertion event of a Third-Third Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes, unless: : (1a) the Indemnifying Person is also a Person against whom Party shall have the Third- right, if it so elects by written notice delivered within five Business Days of receipt of the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; or (2) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party ClaimNotice, to assume the defense of such Third-the Third Party Claim and take such action to avoid, defend, dispute, resist, appeal or compromise such Third Party Claim and for such purpose may retain counsel of its choice to represent the Indemnifiable Party and any others that the Indemnifying Party may reasonably designate in connection with such Third Party Claim and shall pay the fees and disbursements of such counsel with regard thereto; (b) the Indemnifiable Party shall have the right, if it so notifies the Indemnifying Party, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel satisfactory of its choice. In such event, the Indemnifying Party shall afford the Indemnifiable Party and its counsel the opportunity to comment (which comments shall be taken into account to the Indemnified Person. After notice from the Indemnifying Person extent reasonable) with respect to the Indemnified Person conduct of its election to assume the defense of such Third-Third Party Claim; and (c) if requested by the Indemnifying Party, the Indemnifiable Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if (i) appropriate and related to the Third Party Claim in question and (ii) reasonable in the judgment of the Indemnifying Party, in making any counterclaim against the Person asserting the Third Party Claim, or any cross complaint against any Person. The Indemnifying Party shall consult the Indemnifiable Party with respect to the prosecution of such counterclaim, demand or cross complaint. In such case and to the extent the counterclaim or cross complaint is related to the circumstances or facts giving rise to the Loss, the amount obtained and actually paid to the Indemnifiable Party as a result thereof shall be deducted from the amount of the indemnification to be paid by the Indemnifying Party to the Indemnifiable Party. 10.3.3 In the event the Indemnifying Party does not timely assume the defense in respect of the Third Party Claim, the Indemnifying Person Party shall nothave the right, if it so long as it diligently conducts notifies the Indemnifiable Party, to be consulted in such defensedefense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such event, the Indemnifiable Party shall afford the Indemnifying Party and its counsel the opportunity to comment (which comments shall be liable taken into account to the Indemnified Person under this Article XV for any fees of other counsel or any other expenses extent reasonable) with respect to the conduct of the defense of such Third-Third Party Claim. 10.3.4 From and after the delivery of a Third Party Claim Notice hereunder, in each case subsequently incurred by at the Indemnified Person reasonable request of the Indemnifying Party, the Indemnifiable Party shall promptly provide the Indemnifying Party with copies of any document received or sent in connection with the defense Third Party Claim and shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of the Indemnifiable Party to the extent reasonably related to the matters to which the Third Party Claim Notice relates and which does not waive any rights of the Indemnifiable Party to the work product doctrine or attorney-client or similar privileges. The Indemnifying Party shall not, and shall require that its representatives shall not, use (except in connection with such Third-Third Party Claim, ) or disclose to any Third Party other than reasonable costs of investigation. If the Indemnifying Person assumes Party's representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 10.3.4 which is designated confidential by the defense Indemnifiable Party. All such access shall be granted during normal business hours on a Business Day and shall be granted under conditions which will not unreasonably interfere with the business and operations of a Third-Party Claim, no the Indemnifiable Party. 10.3.5 Any compromise or settlement of such Third-Party Claim may made or caused to be effected made by the Indemnifying Person without Party or the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. (iii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without the Indemnifying Person’s consent, which may not be unreasonably withheld. (iv) With respect to any Third-Party Claim subject to indemnification under this Article: (1) both the Indemnified Person and the Indemnifying PersonIndemnifiable Party, as the case may be, in connection with any Third Party Claim shall keep be binding upon, and be for the benefit of, the Indemnifying Party and the Indemnifiable Party, as the case may be, in the same manner as if a final Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no settlement or compromise shall be entered into by either the Indemnifying Party or the Indemnifiable Party without the express written consent of the other Party fully informed (which consent shall not be unreasonably withheld or delayed). In the event the Indemnifiable Party refuses to consent to a settlement providing for a monetary payment that provides for a full release of the status Indemnifiable Party and its Affiliates without any admission of fault or liability on the part of the Indemnifiable Party and its Affiliates or impose any restrictions on the Indemnifiable Party or its Affiliates, the Indemnifying Party shall not be liable to indemnify the Indemnifiable Party for any amount in excess of the amount of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (2) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimsettlement proposal. (v) With respect to any Third-Party Claim subject to indemnification under this Article, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that, to the extent allowed by law: (1) it will use its commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Process for Third Party Claims. (ia) Promptly after receipt by a Party entitled to indemnification under this Article XV (an “Indemnified Person”) of notice of In the assertion of a claim for Damages event that any Legal Proceeding is asserted or instituted by any third party against Third Party in respect of which an Indemnifying Party may be obligated to provide indemnification hereunder (such Party (Legal Proceeding being hereinafter referred to as a “Third-Third Party Claim”), such Indemnified Person the Indemnifiable Party shall give reasonably prompt written notice to the Party(ies) obligated to provide indemnification under this Article XV Indemnifying Party of such Third Party Claim, specifying the nature and grounds of such Third Party Claim and the amount or estimated amount thereof (an “Indemnifying Person”) which estimate shall not be considered a conclusive determination of the assertion final amount of such Third-Third Party Claim) (a “Third Party Claim Notice”); provided provided, however, that the failure to notify the Indemnifying Person of any Third-Party Claim will give reasonably prompt notice shall not relieve the applicable Indemnifying Person Party of any liability that it may have to any Indemnified Person, its indemnification obligations under this Agreement except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give any delay in receiving such notice. (iib) If an Indemnified Person gives notice to In the Indemnifying Person pursuant hereto of the assertion event of a Third-Third Party Claim, the Indemnifying Person Party shall be entitled to participate in have the defense of such Third-Party Claim andright, to the extent that if it wishes, unless: (1) the Indemnifying Person is also a Person against whom the Third- Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; or (2) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claimso elects, to assume the defense of such Third-the Third Party Claim and take such action to avoid, defend, dispute, resist, appeal or compromise such Third Party Claim and for such purpose may retain counsel of its choice, reasonably acceptable to the Indemnifiable Party, to represent the Indemnifiable Party and any others that the Indemnifying Party may reasonably designate in connection with such Third Party Claim and shall pay the fees and disbursements of such counsel with regard thereto. The Indemnifiable Party shall have the right, if it so notifies the Indemnifying Party, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel satisfactory of its choice. In such event, the Indemnifying Party shall afford the Indemnifiable Party and its counsel the opportunity to comment and the right to object (which comments shall be taken into account to the Indemnified Person. After notice from the Indemnifying Person extent reasonable and such right to object shall not be unreasonably exercised) with respect to the Indemnified Person conduct of its election to assume the defense of such Third-Third Party Claim. If requested by the Indemnifying Party, the Indemnifiable Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if (i) appropriate and related to the Third Party Claim in question and (ii) reasonable in the judgment of the Indemnifying Party, in making any counterclaim against the Person asserting the Third Party Claim, or any cross complaint against any Person. The Indemnifying Party shall consult the Indemnifiable Party with respect to the prosecution of such counterclaim, demand or cross complaint. In such case and to the extent the counterclaim or cross complaint is related to the circumstances or facts giving rise to the Loss, any amount obtained by the Indemnifiable Party as a result thereof shall be deducted from the amount of the indemnification to be paid by the Indemnifying Party to the Indemnifiable Party. In the event the Indemnifying Party does not assume the defense in respect of the Third Party Claim, the Indemnifying Person Party shall nothave the right, if it so long as it diligently conducts notifies the Indemnifiable Party, to be consulted in such defensedefense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such event, the Indemnifiable Party shall afford the Indemnifying Party and its counsel the opportunity to comment and the right to object (which comments shall be liable taken into account to the Indemnified Person under this Article XV for any fees of other counsel or any other expenses extent reasonable and such right to object shall not be unreasonably exercised) with respect to the conduct of the defense of such Third-Third Party Claim. (c) From and after the delivery of a Third Party Claim Notice hereunder, in each case subsequently incurred by at the Indemnified Person reasonable request of the Indemnifying Party, the Indemnifiable Party shall promptly provide the Indemnifying Party with copies of any document received or sent in connection with the defense Third Party Claim and shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of the Indemnifiable Party to the extent reasonably related to the matters to which the Third Party Claim Notice relates. The Indemnifying Party shall not, and shall require that its representatives not, use (except in connection with such Third-Third Party Claim, ) or disclose to any Third Party other than reasonable costs of investigation. If the Indemnifying Person assumes Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 9.3(c). All such access shall be granted during normal business hours on a Business Day and shall be granted under conditions which will not unreasonably interfere with the defense business and operations of a Third-Party Claim, no the Indemnifiable Party. (d) Any compromise or settlement of such Third-Party Claim may made or caused to be effected made by the Indemnifying Person without Party or the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. (iii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without the Indemnifying Person’s consent, which may not be unreasonably withheld. (iv) With respect to any Third-Party Claim subject to indemnification under this Article: (1) both the Indemnified Person and the Indemnifying PersonIndemnifiable Party, as the case may be, in connection with any Third Party Claim shall keep be binding upon, and be for the benefit of, the Indemnifying Party and the Indemnifiable Party, as the case may be, in the same manner as if a final Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no settlement or compromise shall be entered into by either the Indemnifying Party or the Indemnifiable Party without the express written consent of the other Party fully informed (which consent shall not be unreasonably withheld or delayed). In the event the Indemnifiable Party refuses to consent to a settlement providing for a monetary payment that does not impose any other restrictions on the Indemnifiable Party, the Indemnifying Party shall not be liable to indemnify the Indemnifiable Party for any amount in excess of the status amount of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (2) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimsettlement proposal. (v) With respect to any Third-Party Claim subject to indemnification under this Article, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that, to the extent allowed by law: (1) it will use its commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.