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

Indemnity Procedure for Third Party Claims. In the event any Claim that could generate an indemnifiable Loss under the terms set forth in Clauses 8.1 or 8.4, however the case may be, is filed against any Indemnified Party by a Third Party (“Third-party Claim”), the Indemnified Party shall notify the Indemnifying Party (“Third Party’s Indemnity Notice”) so that the Indemnifying Party becomes aware of such Claim and, in this case, files the respective appeal, provided that, in relation to those cases in which the Claim involves the Easynvest Companies, the Broker shall notify the Indemnifying Party and the Indemnified Party under the terms set forth herein. The procedure defined in this Clause 8.7 shall not be applicable to the Third-party Claims in progress on the Closing Date, considering that, in relation to such Third-party Claims, (i) the Easynvest Shareholders shall be, as of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release the Indemnifying Party from the indemnity obligations under the terms of this Chapter 8 in relation to the applicable Third-party Claim to the extent that such omission or delay has significantly impacted the defense in the Third-party Claim. (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party shall cooperate with the Indemnifying Party in all requests reasonably presented, including the access, however the case may be, to the information and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying Party. (v) Except for the cases that the Indemnifying Party has elected to conduct the defense of the Third-party Claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claim.

Indemnity Procedure for Third Party Claims. In The obligations and liabilities of SAC to indemnify an Indemnitee or Manager to indemnify SAC, as applicable, for third party claims (including those by Manager Employees) under this section 10 shall be subject to the event any Claim that could generate an indemnifiable Loss under the following terms set forth in Clauses 8.1 and conditions: (a) The person or 8.4entity (i.e., however the case may beSAC, is filed against any Indemnified Party by Manager or Indemnitee) making a Third Party claim (“Third-Claimant”) will give the party Claim”), the Indemnified Party shall notify the Indemnifying Party from whom indemnity is sought (“Third Notified Party’s Indemnity Notice”) so that the Indemnifying Party becomes aware prompt notice of such Claim and, in this case, files the respective appeal, provided that, in relation to those cases in which the Claim involves the Easynvest Companies, the Broker shall notify the Indemnifying Party and the Indemnified Party under the terms set forth hereinClaim. The procedure defined in this Clause 8.7 failure to promptly notify a party of any such Claim shall not be applicable relieve the party of its obligation hereunder, unless the failure to the Third-so notify such party Claims in progress on the Closing Date, considering that, in relation materially prejudices such party’s ability to such Third-party Claims, (i) the Easynvest Shareholders shall be, as of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of defend such Claim. (ib) The omission or delay Following notice by the Claimant to the Notified Party of any Indemnified a Claim, the Notified Party shall be entitled at its cost and expense to contest and defend such Claim by all appropriate legal proceedings; provided, however, that notice of the intention so to contest shall be delivered by the Notified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release the Indemnifying Party Claimant within thirty (30) days from the indemnity obligations under date of receipt by the terms Notified Party of this Chapter 8 in relation to notice from the applicable Third-party Claim to Claimant of the extent that assertion of such omission or delay has significantly impacted the defense Claim. Any such contest may be conducted in the Third-name and on behalf of the Notified Party or the Claimant, as may be appropriate. Such contest shall be conducted diligently by reputable counsel employed by the Notified Party, but the Notified Party shall keep the Claimant fully informed with respect to such Claim and the contest thereof and the Claimant shall have the right to engage its own counsel at its own expense. If the Claimant joins in any such contest, the Notified Party shall have full authority, in consultation with the Claimant, to determine all action to be taken with respect thereto provided, however, that in no event shall the Notified Party have authority to agree to any relief other than the payment of money damages by the Claimant unless agreed to by the Claimant. Each party Claimshall bear its own expense of such representation. If any Claim is asserted and the Notified Party fails to contest and defend such Claim within a reasonable period of time, the Claimant may take such action in connection therewith as the Claimant deems necessary or desirable, including retention of counsel, and the Claimant shall be entitled to indemnification of the costs incurred in connection with such defense. (iic) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received If requested by the Indemnified Party (or to whom the Third Notified Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party Claimant shall cooperate with the Indemnifying Notified Party in all requests reasonably presentedand its counsel, including the access, however the case may be, permitting reasonable access to the information books and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in contesting any Claim which case the Indemnified Notified Party shall be entitled elects to contest or, if appropriate, in making any counterclaim against the rightperson asserting the Claim on behalf of Claimant or Notified Party, at its expensesor any cross-complaint against any person, to monitor and the progress Notified Party will reimburse the Claimant for reasonable out-of-pocket costs (but not the cost of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed employee time expended) incurred by the attorneys-in-fact indicated by the Indemnifying PartyClaimant in so cooperating. (vd) Except The Claimant agrees to afford the Notified Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including governmental authorities, asserting any Claim against the Claimant or conferences with representatives or counsel for such persons. Unless the cases that Notified Party approves in writing the Indemnifying Party has elected to conduct the defense settlement of the Third-party a Claim, the Indemnified Party no right to indemnification under Section 9.02 shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claimestablished by such settlement.

Indemnity Procedure for Third Party Claims. In Promptly after receipt by a party seeking indemnification hereunder (an "Indemnified Party") of notice of any claim or the event commencement by any Claim that could generate an indemnifiable Loss under third party of any action, suit or proceeding which might result in the terms set forth in Clauses 8.1 other party hereto (the "Indemnifying Party") becoming obligated to indemnify or 8.4, however make any other payment to the case may be, is filed against any Indemnified Party by a Third Party (“Third-party Claim”)under this Agreement, the Indemnified Party shall notify the Indemnifying Party (“Third Party’s Indemnity Notice”) forthwith in writing of the commencement thereof or of the claim, and shall furnish the Indemnifying Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except and only to the extent that the Indemnifying Party becomes aware is materially prejudiced thereby. The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume and control the defense of such Claim andclaim, litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party's own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this casesentence, files the respective appealIndemnified Party shall have the right to conduct and control the defense of such claim, provided thatlitigation or proceeding (including the settlement thereof) without the Indemnifying Party's consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney's fees and expenses). In any such claim, in relation to those cases in litigation or proceeding the defense of which the Claim involves the Easynvest CompaniesIndemnifying Party shall have so assumed, the Broker Indemnified Party shall notify have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party under the terms set forth herein. The procedure defined in this Clause 8.7 shall not be applicable have mutually agreed to the Third-party Claims in progress on the Closing Date, considering that, in relation to such Third-party Claims, (i) the Easynvest Shareholders shall be, as retention of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; same counsel or (ii) the period equivalent named parties to one third any such litigation or proceeding (1/3including impleaded parties) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release include both the Indemnifying Party from and the indemnity obligations under Indemnified Party, and representation of such parties by the terms of this Chapter 8 in relation same counsel would be inappropriate due to the applicable Third-party Claim to the extent that such omission actual or delay has significantly impacted the defense potential differing interests between them; in the Third-party Claim. case of clause (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received above, such separate counsel may be retained by the Indemnified Party (or to whom at the Third expense of the Indemnifying Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) . The Indemnifying Party shall respond may elect to settle any claim, action or proceeding defended by it without the written consent of the Indemnified Party (or provided that such settlement is limited to whom payment of monetary damages which are payable in full by the Third Party’s Indemnity Notice shall be submitted, however Indemnifying Party and the case may be) Indemnified Party is fully discharged at the time of the settlement from any liability with respect to the decision to assume claim, action or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claimproceeding, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party shall cooperate not admit any liability with respect thereto or settle, compromise, pay or discharge the Indemnifying Party in all requests reasonably presented, including same without the access, however the case may be, to the information and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives prior written consent of the Indemnifying Party shall submit all information reasonably requested by so long as the Indemnifying Party is controlling or defending such claim in good faith. The Indemnifying Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party in connection Party's prior written consent which will not be unreasonably withheld. Each of the Sellers and the Purchaser covenant to use all reasonable efforts to cooperate fully with respect to the defense of the Claim under discussionany claim, including a copy of the main court records, in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress of the lawsuits referred to in action or proceeding covered by this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying PartySection 6.3. (v) Except for the cases that the Indemnifying Party has elected to conduct the defense of the Third-party Claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claim.

Indemnity Procedure for Third Party Claims. In Promptly after receipt by a party seeking indemnification hereunder (an “Indemnified Party”) of notice of any claim or the event commencement by any Claim that could generate an indemnifiable Loss under third party of any action, suit or proceeding which might result in another party hereto (the terms set forth in Clauses 8.1 “Indemnifying Party”) becoming obligated to indemnify or 8.4, however make any other payment to the case may be, is filed against any Indemnified Party by a Third Party (“Third-party Claim”)under this Agreement, the Indemnified Party shall notify the Indemnifying Party (“Third Party’s Indemnity Notice”) forthwith in writing of the commencement thereof or of the claim, and shall furnish the Indemnifying Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except and only to the extent that the Indemnifying Party becomes aware is materially prejudiced thereby. The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume and control the defense of such Claim andclaim, litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party’s own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this casesentence, files the respective appealIndemnified Party shall have the right to conduct and control the defense of such claim, provided thatlitigation or proceeding (including the settlement thereof) without the Indemnifying Party’s consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney’s fees and expenses). In any such claim, in relation to those cases in litigation or proceeding the defense of which the Claim involves the Easynvest CompaniesIndemnifying Party shall have so assumed, the Broker Indemnified Party shall notify have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party under the terms set forth herein. The procedure defined in this Clause 8.7 shall not be applicable have mutually agreed to the Third-party Claims in progress on the Closing Date, considering that, in relation to such Third-party Claims, (i) the Easynvest Shareholders shall be, as retention of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; same counsel or (ii) the period equivalent named parties to one third any such litigation or proceeding (1/3including impleaded parties) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release include both the Indemnifying Party from and the indemnity obligations under Indemnified Party, and representation of such parties by the terms of this Chapter 8 in relation same counsel would be inappropriate due to the applicable Third-party Claim to the extent that such omission actual or delay has significantly impacted the defense potential differing interests between them; in the Third-party Claim. case of clause (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received above, such separate counsel may be retained by the Indemnified Party (or to whom at the Third expense of the Indemnifying Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) . The Indemnifying Party shall respond may elect to settle any claim, action or proceeding defended by it without the written consent of the Indemnified Party (or provided that such settlement is limited to whom payment of monetary damages which are payable in full by the Third Party’s Indemnity Notice shall be submitted, however Indemnifying Party and the case may be) Indemnified Party is fully discharged at the time of the settlement from any liability with respect to the decision to assume claim, action or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claimproceeding, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party shall cooperate not admit any liability with respect thereto or settle, compromise, pay or discharge the Indemnifying Party in all requests reasonably presented, including same without the access, however the case may be, to the information and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives prior written consent of the Indemnifying Party shall submit all information reasonably requested by so long as the Indemnifying Party is controlling or defending such claim in good faith. The Indemnifying Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party in connection Party’s prior written consent, which will not be unreasonably withheld. Each of the Sellers and the Purchaser covenant to use all reasonable efforts to cooperate fully with respect to the defense of the Claim under discussionany claim, including a copy of the main court records, in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress of the lawsuits referred to in action or proceeding covered by this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying PartySection 6.3. (v) Except for the cases that the Indemnifying Party has elected to conduct the defense of the Third-party Claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claim.

Indemnity Procedure for Third Party Claims. In The obligations and liabilities of the event any Claim that could generate Partnership to indemnify an indemnifiable Loss Indemnitee or Manager to indemnify the Partnership, as applicable, for third party Claims (including those by Manager’s personnel) under this Section 9 shall be subject to the following terms set forth in Clauses 8.1 and conditions: (a) The person or 8.4entity (i.e., however the case may bePartnership, is filed against any Indemnified Party by Manager or Indemnitee) making a Third Party claim (“Third-Claimant”) will give the party Claim”), the Indemnified Party shall notify the Indemnifying Party from whom indemnity is sought (“Third Notified Party’s Indemnity Notice”) so that the Indemnifying Party becomes aware prompt notice of such Claim and, in this case, files the respective appeal, provided that, in relation to those cases in which the Claim involves the Easynvest Companies, the Broker shall notify the Indemnifying Party and the Indemnified Party under the terms set forth hereinClaim. The procedure defined in this Clause 8.7 failure to promptly notify a party of any such Claim shall not be applicable relieve the party of its obligation hereunder, unless the failure to the Third-so notify such party Claims in progress on the Closing Date, considering that, in relation materially prejudices such party’s ability to such Third-party Claims, (i) the Easynvest Shareholders shall be, as of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of defend such Claim. (ib) The omission or delay Following notice by the Claimant to the Notified Party of any Indemnified a Claim, the Notified Party shall be entitled at its cost and expense to contest and defend such Claim by all appropriate legal proceedings; provided, however, that notice of the intention so to contest shall be delivered by the Notified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release the Indemnifying Party Claimant within thirty (30) days from the indemnity obligations under date of receipt by the terms Notified Party of this Chapter 8 in relation to notice from the applicable Third-party Claim to Claimant of the extent that assertion of such omission or delay has significantly impacted the defense Claim. Any such contest may be conducted in the Third-name and on behalf of the Notified Party or the Claimant, as may be appropriate. Such contest shall be conducted diligently by reputable counsel employed by the Notified Party, but the Notified Party shall keep the Claimant fully informed with respect to such Claim and the contest thereof and the Claimant shall have the right to engage its own counsel at its own expense. If the Claimant joins in any such contest, the Notified Party shall have full authority, in consultation with the Claimant, to determine all action to be taken with respect thereto; provided, however, that in no event shall the Notified Party have authority to agree to any relief other than the payment of money damages by the Claimant unless agreed to by the Claimant. Each party Claimshall bear its own expense of such representation. If any Claim is asserted and the Notified Party fails to contest and defend such Claim within a reasonable period of time, the Claimant may take such action in connection therewith as the Claimant deems necessary or desirable, including retention of counsel, and the Claimant shall be entitled to indemnification of the costs incurred in connection with such defense. (iic) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received If requested by the Indemnified Party (or to whom the Third Notified Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party Claimant shall cooperate with the Indemnifying Notified Party in all requests reasonably presentedand its counsel, including the access, however the case may be, permitting reasonable access to the information books and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in contesting any Claim which case the Indemnified Notified Party shall be entitled elects to contest or, if appropriate, in making any counterclaim against the rightperson asserting the Claim, at its expensesor any cross-complaint against any person, to monitor and the progress Notified Party will reimburse the Claimant for reasonable out-of-pocket costs (but not the cost of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed employee time expended) incurred by the attorneys-in-fact indicated by the Indemnifying PartyClaimant in so cooperating. (vd) Except The Claimant agrees to afford the Notified Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including governmental authorities, asserting any Claim against the Claimant or conferences with representatives or counsel for such persons. Unless the cases that Notified Party approves in writing the Indemnifying Party has elected to conduct the defense settlement of the Third-party a Claim, the Indemnified Party no right to indemnification under Section 9.02 shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claimestablished by such settlement.

Indemnity Procedure for Third Party Claims. In The following procedures shall be applicable to any claim by a Party (the event any Claim that could generate an indemnifiable Loss under "INDEMNIFIED PARTY") for indemnification from the terms set forth other Party (the "INDEMNIFYING PARTY") in Clauses 8.1 or 8.4, however respect of a third party claim made against the case may be, is filed against any Indemnified Party by a Third Party pursuant to this Agreement.: (“Third-a) Upon the third party Claim”)claim being made against or commenced against the Indemnified Party, the Indemnified Party shall notify promptly provide notice thereof to the Indemnifying Party. The notice shall describe the third party claim in reasonable detail and indicate the estimated amount, if practicable, of the indemnifiable Losses that has been or may be sustained by the Indemnified Party. If the Indemnified Party does not give timely notice to the Indemnifying Party as aforesaid, then such failure shall only lessen or limit the Indemnified Party's rights to indemnity hereunder to the extent that the defence of the third party claim was prejudiced by such lack of timely notice. (“Third Party’s Indemnity Notice”b) so If the Indemnifying Party acknowledges to the Indemnified Party in writing that the Indemnifying Party becomes aware is responsible to indemnify the Indemnified Party in respect of such Claim andthe third party claim pursuant hereto, in this case, files the respective appeal, provided that, in relation to those cases in which the Claim involves the Easynvest Companies, the Broker shall notify the Indemnifying Party shall have the: (i) the right to assume carriage of the defence of the claim using legal counsel of its choice and at its sole cost; and\or (ii) the right to settle the claim provided the Indemnifying Party pays the full monetary amount of the settlement and the settlement does not impose any restrictions or obligations on the Indemnified Party; (c) Each Party shall cooperate with the other in the defence of the claim, including making available to the other Party, its directors, officers, employees and consultants whose assistance, testimony or presence is necessary to assist in evaluating and defending the third party claim. (d) The Indemnified Party shall not enter into any settlement, consent order or other compromise with respect to the third party claim without the prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed) unless the Indemnified Party waives its rights to indemnification in respect of the third party claim. (e) Upon payment of the third party claim, the Indemnifying Party shall be subrogated to all claims the Indemnified Party may have relating thereto. The Indemnified Party shall give such further assurances and cooperate with the Indemnifying Party to permit the Indemnifying Party to pursue such subrogated claims as reasonably requested by it. (f) If the Indemnifying Party has paid an amount pursuant to the indemnification obligations herein and the Indemnified Party under the terms set forth herein. The procedure defined shall subsequently be reimbursed from any source in this Clause 8.7 shall not be applicable to the Third-party Claims in progress on the Closing Date, considering that, in relation to such Third-party Claims, (i) the Easynvest Shareholders shall be, as respect of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising claim from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release the Indemnifying Party from the indemnity obligations under the terms of this Chapter 8 in relation to the applicable Third-party Claim to the extent that such omission or delay has significantly impacted the defense in the Third-party Claim. (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claimother Person, the Indemnified Party shall cooperate with promptly pay to the Indemnifying Party in all requests reasonably presentedsuch amounts received, including the accessinterest actually received attributable thereto, however the case may be, net of taxes required to the information be paid as a result of any such receipt and documents deemed necessary to the preparation plus any taxes saved or recovered as a result of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying Partysuch payment. (v) Except for the cases that the Indemnifying Party has elected to conduct the defense of the Third-party Claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claim.

Indemnity Procedure for Third Party Claims. In Promptly after receipt by a party seeking indemnification hereunder (an "INDEMNIFIED PARTY") of notice of any claim or the event commencement by any Claim that could generate an indemnifiable Loss under third party of any action, suit or proceeding which might result in the terms set forth in Clauses 8.1 other party hereto (the "INDEMNIFYING PARTY") becoming obligated to indemnify or 8.4, however make any other payment to the case may be, is filed against any Indemnified Party by a Third Party (“Third-party Claim”)under this Agreement, the Indemnified Party shall notify the Indemnifying Party (“Third Party’s Indemnity Notice”) forthwith in writing of the commencement thereof or of the claim, and shall furnish the Indemnifying Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except and only to the extent that the Indemnifying Party becomes aware is materially prejudiced thereby. The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume and control the defense of such Claim andclaim, litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party's own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this casesentence, files the respective appealIndemnified Party shall have the right to conduct and control the defense of such claim, provided thatlitigation or proceeding (including the settlement thereof upon Dialog's consent) without the Indemnifying Party's consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney's fees and expenses). In any such claim, in relation to those cases in litigation or proceeding the defense of which the Claim involves the Easynvest CompaniesIndemnifying Party shall have so assumed, the Broker Indemnified Party shall notify have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party under the terms set forth herein. The procedure defined in this Clause 8.7 shall not be applicable have mutually agreed to the Third-party Claims in progress on the Closing Date, considering that, in relation to such Third-party Claims, (i) the Easynvest Shareholders shall be, as retention of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; same counsel or (ii) the period equivalent named parties to one third any such litigation or proceeding (1/3including impleaded parties) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release include both the Indemnifying Party from and the indemnity obligations under Indemnified Party, and representation of such parties by the terms of this Chapter 8 in relation same counsel would be inappropriate due to the applicable Third-party Claim to the extent that such omission actual or delay has significantly impacted the defense potential differing interests between them; in the Third-party Claim. case of clause (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received above, such separate counsel may be retained by the Indemnified Party (or to whom at the Third expense of the Indemnifying Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) . The Indemnifying Party shall respond may elect to settle any claim, action or proceeding defended by it without the written consent of the Indemnified Party (or provided that such settlement is limited to whom payment of monetary damages which are payable in full by the Third Party’s Indemnity Notice shall be submitted, however Indemnifying Party and the case may be) Indemnified Party is fully discharged at the time of the settlement from any liability with respect to the decision to assume claim, action or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claimproceeding, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party shall cooperate not admit any liability with respect thereto or settle, compromise, pay or discharge the Indemnifying Party in all requests reasonably presented, including same without the access, however the case may be, to the information and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives prior written consent of the Indemnifying Party shall submit all information reasonably requested by so long as the Indemnifying Party is controlling or defending such claim in good faith. The Indemnifying Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party in connection Party's prior written consent which will not be unreasonably withheld. Each of the Dialog Shareholders, Medscape and the Surviving Corporation covenant to use all reasonable efforts to cooperate fully with respect to the defense of any claim, action or proceeding covered by this Section 7.5. At the Claim under discussion, including a copy option of the main court recordsDialog Shareholders, they shall have the right to tender the shares issued as the Merger Consideration in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress lieu of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying Partya cash payment. (v) Except for the cases that the Indemnifying Party has elected to conduct the defense of the Third-party Claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claim.

Indemnity Procedure for Third Party Claims. In The obligations and liabilities of SAC to indemnify an Indemnitee or Manager to indemnify SAC, as applicable, for third party claims (including those by Manager Employees) under this Section 10 shall be subject to the event any Claim that could generate an indemnifiable Loss under the following terms set forth in Clauses 8.1 and conditions: (a) The person or 8.4entity (i.e., however the case may beSAC, is filed against any Indemnified Party by Manager or Indemnitee) making a Third Party claim (“Third-Claimant”) will give the party Claim”), the Indemnified Party shall notify the Indemnifying Party from whom indemnity is sought (“Third Notified Party’s Indemnity Notice”) so that the Indemnifying Party becomes aware prompt notice of such Claim and, in this case, files the respective appeal, provided that, in relation to those cases in which the Claim involves the Easynvest Companies, the Broker shall notify the Indemnifying Party and the Indemnified Party under the terms set forth hereinClaim. The procedure defined in this Clause 8.7 failure to promptly notify a party of any such Claim shall not be applicable relieve the party of its obligation hereunder, unless the failure to the Third-so notify such party Claims in progress on the Closing Date, considering that, in relation materially prejudices such party’s ability to such Third-party Claims, (i) the Easynvest Shareholders shall be, as of the date hereof, notified, upon the signature of this Agreement, with respect to the indemnity obligation for possible Losses arising from such Third-party Claims, as set forth in this Agreement; and (ii) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of defend such Claim. (ib) The omission or delay Following notice by the Claimant to the Notified Party of any Indemnified a Claim, the Notified Party shall be entitled at its cost and expense to contest and defend such Claim by all -appropriate legal proceedings; provided, however, that notice of the intention so to contest shall be delivered by the Notified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release the Indemnifying Party Claimant within thirty (30) days from the indemnity obligations under date of receipt by the terms Notified Party of this Chapter 8 in relation to notice from the applicable Third-party Claim to Claimant of the extent that assertion of such omission or delay has significantly impacted the defense Claim. Any such contest may be conducted in the Third-name and on behalf of the Notified Party or the Claimant, as may be appropriate. Such contest shall be conducted diligently by reputable counsel employed by the Notified Party, but the Notified Party shall keep the Claimant fully informed with respect to such Claim and the contest thereof and the Claimant shall have the right to engage its own counsel at its own expense. If the Claimant joins in any such contest, the Notified Party shall have full authority, in consultation with the Claimant, to determine all action to be taken with respect thereto provided, however, that in no event shall the Notified Party have authority to agree to any relief other than the payment of money damages by the Claimant unless agreed to by the Claimant. Each party Claimshall bear its own expense of such representation. If any Claim is asserted and the Notified Party fails to contest and defend such Claim within a reasonable period of time, the Claimant may take such action in connection therewith as the Claimant deems necessary or desirable, including retention of counsel, and the Claimant shall be entitled to indemnification of the costs incurred in connection with such defense. (iic) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received If requested by the Indemnified Party (or to whom the Third Notified Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party Claimant shall cooperate with the Indemnifying Notified Party in all requests reasonably presentedand its counsel, including the access, however the case may be, permitting reasonable access to the information books and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in contesting any Claim which case the Indemnified Notified Party shall be entitled elects to contest or, if appropriate, in making any counterclaim against the rightperson asserting the Claim on behalf of Claimant or Notified Party, at its expensesor any cross-complaint against any person, to monitor and the progress Notified Party will reimburse the Claimant for reasonable out-of-pocket costs (but not the cost of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed employee time expended) incurred by the attorneys-in-fact indicated by the Indemnifying PartyClaimant in so cooperating. (vd) Except The Claimant agrees to afford the Notified Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including governmental authorities, asserting any Claim against the Claimant or conferences with representatives or counsel for such persons. Unless the cases that Notified Party approves in writing the Indemnifying Party has elected to conduct the defense settlement of the Third-party a Claim, the Indemnified Party no right to indemnification under Section 9.02 shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claimestablished by such settlement.

Indemnity Procedure for Third Party Claims. In A. Promptly after receipt by a party seeking indemnification hereunder (an "Indemnified Party) of notice (a "Third Party Claim Notice") of any claim, or of the event commencement by any Claim that could generate an indemnifiable Loss under third party of any action, suit or proceeding, which might result in the terms set forth in Clauses 8.1 other party hereto (the "Indemnifying Party") becoming obligated to indemnify or 8.4, however make any other payment to the case may be, is filed against any Indemnified Party by a Third Party (“Third-party Claim”)under this Agreement, the Indemnified Party shall notify the Indemnifying Party (“Third Party’s Indemnity Notice”) forthwith in writing of the commencement thereof or of the claim. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except and only to the extent that the Indemnifying Party becomes aware is prejudiced thereby. B. The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume the defense of such Claim claim, litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party's own expense. C. Unless and until the Indemnifying Party shall assume such defense pursuant to the foregoing sentence, the Indemnified Party shall have the right to conduct and control the defense of such claim, litigation or proceeding (including the settlement thereof) without the Indemnifying Party's consent and, in this casewithout limiting any other indemnification obligation, files shall be entitled to payment from the respective appealIndemnifying Party of all reasonable costs of such defense (including attorneys' fees and expenses). D. In any such claim, provided that, in relation to those cases in litigation or proceeding the defense of which the Claim involves the Easynvest CompaniesIndemnifying Party shall have so assumed, the Broker Indemnified Party shall notify have the right to participate therein and retain its or his own counsel at its or his own expense, unless (a) the Indemnifying Party and the Indemnified Party under the terms set forth herein. The procedure defined in this Clause 8.7 shall not be applicable have mutually agreed to the Third-party Claims in progress on retention of the Closing Datesame counsel, considering that, in relation to such Third-party Claims, or (ib) the Easynvest Shareholders shall be, as of the date hereof, notified, upon the signature of this Agreement, with respect named parties to the indemnity obligation for possible Losses arising from any such Third-party Claims, as set forth in this Agreement; and litigation or proceeding (iiincluding impleaded parties) the appeal shall be filed by the Easynvest Companies, without prejudice of the responsibility attributed to the Easynvest Shareholders for all Losses related to such Third-party Claims. The Third Party’s Indemnity Notice shall be submitted in the shortest period between (i) ten (10) Business Days counted as from the communication of the Third-party Claim under discussion; or (ii) the period equivalent to one third (1/3) of the legal term defined for response or appeal of such Claim. (i) The omission or delay of any Indemnified Party to deliver the Third Party’s Indemnity Notice, on a timely basis, shall release include both the Indemnifying Party from and the indemnity obligations under Indemnified Party, and representation of such parties by the terms of this Chapter 8 same counsel would be inappropriate due to actual or potential differing interests between them in relation to the applicable Third-party Claim to the extent that which case, such omission or delay has significantly impacted the defense in the Third-party Claim. (ii) The Third Party’s Indemnity Notice shall include a copy of all documents eventually received separate counsel may be retained by the Indemnified Party (or to whom at the Third Party’s Indemnity Notice shall be submitted, however the case may be) in relation to the Claim under discussion. (iii) The Indemnifying Party shall respond to the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) with respect to the decision to assume or not the defense against the Claim within the shortest term between: (a) five (5) days counted as from the receipt expense of the Third Party’s Indemnity Notice; or (b) the period equivalent to one third (1/3) of the legal term defined for response or appeal of the Claim. In the event the Indemnifying Party has not issued any comment within the abovementioned term or in the event the Indemnifying Party has refused to assume the defense of such Claim, the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall conduct the defense. In the event the Third-party Claim is conducted by the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be), the Indemnified Party (or to whom the Third Party’s Indemnity Notice shall be submitted, however the case may be) shall assume all costs (including legal costs, attorneys’ fees, expenses and costs of appeal), which amounts shall be included in the value of the Loss if and when the indemnity is payable under the terms set forth in this Chapter 8. (iv) In the event the Indemnifying Party assumes the defense of the Claim, the Indemnified Party shall cooperate with the Indemnifying Party in all requests reasonably presented, including the access, however the case may be, to the information and documents deemed necessary to the preparation of the defense, as well as the grant of specific proxies to a law firm with expertise in the subject matter of the Third-party Claim indicated by the Indemnifying Party for defense of the Claim. The representatives of the Indemnifying Party shall submit all information reasonably requested by the Indemnified Party in connection with the defense of the Claim under discussion, including a copy of the main court records, in which case the Indemnified Party shall be entitled to the right, at its expenses, to monitor the progress of the lawsuits referred to in this Clause 8.7, including the appointment, at its own expenses, of lawyers to monitor the work performed by the attorneys-in-fact indicated by the Indemnifying Party. (v) Except for E. The Indemnifying Party may elect to settle any claim, action or proceeding defended by it or him without the cases written consent of the Indemnified Party provided that such settlement is limited to payment of monetary damages which are payable in full by the Indemnifying Party has elected and the Indemnified Party is fully discharged at the time of the settlement from any liability with respect to conduct the claim, action or proceeding. The Indemnifying Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party's prior written consent which will not be unreasonably withheld. F. Seller and Purchaser covenant to use all reasonable efforts to cooperate fully with respect to the defense of the Third-party Claimany claim, the Indemnified Party shall be obligated to, on a diligent and professional basis, to conduct and control, through skilled and experienced lawyers, the defense of the Third-party Claimaction or proceeding covered by this section.