Common use of Matters Involving Third Party Claims Clause in Contracts

Matters Involving Third Party Claims. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim"), then the Indemnified Party shall notify in writing each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any Indemnifying Party notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that Third Party Claim without the written consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may defend against or enter into any settlement with respect to, that Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of any Third Party Claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claim.

Matters Involving Third Party Claims. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party ClaimTHIRD PARTY CLAIM"), then the Indemnified Party shall notify in writing each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any Indemnifying Party notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that Third Party Claim without the written consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may defend against or enter into any settlement with respect to, that Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of any Third Party Claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claim.,

Matters Involving Third Party Claims. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article V (the "“Indemnified Party"”) with respect of notice of the commencement of any action by any Person who is not a Party to any matter which may give rise to this Agreement (such action, a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "“Third Party Claim"”), then the such Indemnified Party shall notify in writing each shall, if a claim with respect thereto is to be made against any Party or Parties obligated to provide indemnification pursuant to this Article V (the “Indemnifying Party”), give such Indemnifying Party thereof promptlywritten notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to provide such notice shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its Liabilities hereunder, except to the extent) extent that such failure to give notice shall materially and irrevocably prejudice any defense or claim available to the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In Party. (b) If the event any Indemnifying Party notifies Party, within ten days after receiving the Indemnified Party within thirty (30) days after the Indemnified Party has given Party’s notice of the Third Party Claim Claim, acknowledges in writing to the Indemnified Party that the Indemnifying Party is assuming will indemnify and hold the defense thereof, (i) Indemnified Party harmless from and against any and all Losses the Indemnified Party may suffer relating to or arising from the Third Party Claim and provides the Indemnified Party at such time with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and pay, in cash, all Losses the Indemnified Party against that may suffer relating to or arising from the Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks non-monetary damages, including an injunction, specific performance or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to (1) actively and diligently defend the Third Party Claim, (2) keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim, or (3) permit the Indemnified Party with the opportunity to participate in the defense of the Third Party Claim (at the Indemnified Party’s own expense, except as provided below), (iv) settlement, or an adverse judgment with respect to, the Third Party Claim is in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnified Party has determined in good faith that there would be a conflict of interest or other materially detrimental or inappropriate matter associated with joint representation of the Indemnification Proceeding. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or consent to any order or judgment with respect to, the Third Party Claim unless the proposed settlement or compromise, or judgement or order, as applicable, (1) involves only the payment of money by one or more Indemnifying Parties, (2) does not impose any injunction, specific performance or other equitable relief upon the Indemnified Party, (3) includes an unconditional release of the Indemnified Party and its Affiliates for any Liability arising from or related to such Third Party Claim, and (4) there is no finding or admission of any violation of Law or the rights of any Person by the Indemnified Party or its Affiliates, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses the Indemnified Party may retain separate co-counsel at its sole cost suffer relating to or arising from the Third Party Claim and expense and the Indemnifying Party may not claim that it does not have an indemnification obligation with respect thereto, (iii) the Indemnified Party will shall have the right (but not consent the obligation) to participate in the entry defense of any judgment or enter into any settlement with respect to that such Third Party Claim without and to employ, at its own expense, counsel separate from counsel employed by the written consent Indemnifying Party; provided, that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In if the event no Indemnifying Party notifies in writing and the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of are both named parties to the Third Party Claim or related Third Party Claims and the Indemnified Party shall have reasonably concluded that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and (iv) it shall actively and diligently defend the Third Party Claim and keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim. (d) If the Indemnifying Party is assuming does not assume the defense thereofof any Third Party Claim, howeveror if any condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim set forth above becomes unsatisfied, the Indemnified Party may defend against or enter into any settlement with respect tosettle such claim in such manner and on such terms as it in good xxxxx xxxxx appropriate (and the Indemnified Party need not consult with, that Third Party Claim in any manner it reasonably may deem appropriateor obtain consent from, and the Indemnifying Party in connection therewith) and shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined entitled to be liable for such amount pursuant to the provisions of this Section 8indemnification in respect thereof in accordance with Sections 5.1 or 5.2, as applicable. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict In no event shall the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of settle any Third Party Claim shall deliver or cause while the defense thereof is controlled by the Indemnifying Party pursuant to and in accordance with this Section 5.7 without the consent of the Indemnifying Party (such consent not to be deliveredunreasonably withheld, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals conditioned or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimdelayed).

Matters Involving Third Party Claims. (a) If an Indemnified Person shall claim indemnification hereunder from any claim or demand of a third party for which indemnification is provided in Section 7.2 or 7.3 above (a “Third Party Claim”), the Indemnified Person shall notify promptly give written notice (a “Third Party Notice”) to the Indemnifying Person, which notice shall include the basis for such Third Party Claim, the nature and estimated amount of the Third Party Claim, and any other material information as the Indemnified Person shall have concerning the Third Party Claim, all in reasonable detail. No delay in providing such Third Party Notice will affect an Indemnified Person’s rights hereunder except (and only then to the "extent that) the Indemnifying Person is materially and adversely prejudiced thereby. After delivery of a Third Party Notice, the Indemnified Party") Person shall keep the Indemnifying Person reasonably informed with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims Claim. (b) The Indemnifying Person, upon notice to the Indemnified Person within 15 days after receiving a Third Party Notice, shall have the right to assume and control the defense of such Third Party Claim for which shall be the Indemnifying Person is obligated to indemnify pursuant to this Article VII at such Indemnifying Person’s expense and through a nationally recognized and reputable counsel of its choosing reasonably acceptable to the Indemnified Person, subject to the provisions of Section 6(l) above) (a "Third Party Claim"), then the Indemnified Party shall notify limitations contained in writing each Indemnifying Party thereof promptlythis Article VII; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless Person shall not have the right to assume and control such defense if: (and then solely to the extenti) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event Claim relates to or arises in connection with any Indemnifying criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) such Third Party notifies Claim seeks an injunction or equitable relief against the Indemnified Party within thirty Person; and/or (30iii) days after the Indemnified Party Person has given notice been advised by outside counsel that there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person or there are conflicts of interest between the Indemnifying Person and the Indemnified Person with respect to the Third Party Claim that cannot be waived. If the Indemnifying Party is assuming Person elects to assume the defense thereofof a Third Party Claim, (i) the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with Person shall be entitled to participate in such defense at its own expense directly or thorough counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that Third Party Claim without the written consent of for such purpose. If the Indemnifying Party (which consent may Person elects not be unreasonably withheld to or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may unable to compromise or defend against or enter into any settlement with respect to, that Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an fails to promptly notify the Indemnified Party Person in writing of its election to accept a bona fide offer from defend as provided in this Agreement, or fails to diligently prosecute the other Party(ies) to the defense of such Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict Claim, the Indemnified Person shall, at the expense of the Indemnifying Person, undertake the defense of such Third Party nor otherwise prejudice itClaim, him and shall have the right to compromise or her) whereupon such course of action shall be taken unless the Indemnified Party determines that settle such Third Party Claim should be continued, in which case with the consent of the Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the Indemnifying Person elects to assume the defense of a Third Party Claim, the Indemnifying Person shall be liable have the right to compromise and settle in good faith all indemnifiable matters related to the Indemnified Party for indemnity hereunder in respect of that applicable Third Party Claim only which are susceptible to being settled, except to the extent of the lesser of that (Ai) the amount of the such settlement offer would involve injunctive or other equitable relief or (Bii) the amount for which such settlement does not expressly and unconditionally release the Indemnified Party may be liable Person from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In addition, If the Party controlling Indemnifying Person elects to assume the defense of any a Third Party Claim, the Indemnifying Person shall from time to time apprise the Indemnified Person of the status of the Third Party Claim and any resulting Action (including any enforcement Action) and shall deliver furnish the Indemnified Person with such documents and information filed or cause delivered in connection with such Third Party Claim as the Indemnified Person may reasonably request. If the Indemnifying Person elects to be deliveredassume the defense of a Third Party Claim, the Indemnified Person will cooperate and make available to the other Party copies Indemnifying Person (and its Representatives) its employees on reasonable notice and during business hours, and furnish such books and records in its possession or under its control as may be reasonably necessary or useful in connection with such defense; provided, that (A) the provision of all correspondenceor access to any records and information or employees will be subject to appropriate confidentiality undertakings and, pleadingsif applicable, motions, briefs, appeals or other written statements relating to or submitted execution of customary release letters in favor of the auditors as requested in connection with the defense sharing of that Third Party Claimwork papers, and timely notices of, and (B) nothing in this subsection will require any party to disclose information that is subject to the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimattorney-client privilege.

Matters Involving Third Party Claims. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article V (the "“Indemnified Party"”) with respect of notice of the commencement of any action by any Person who is not a Party to any matter which may give rise to this Agreement (such action, a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "“Third Party Claim"”), then the such Indemnified Party shall notify in writing each shall, if a claim with respect thereto is to be made against any Party or Parties obligated to provide indemnification pursuant to this Article V (the “Indemnifying Party”), give such Indemnifying Party thereof promptlywritten notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to provide such notice shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its Liabilities hereunder, except to the extent) extent that such failure to give notice shall materially and irrevocably prejudice any defense or claim available to the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In Party. (b) If the event any Indemnifying Party notifies Party, within fifteen days after receiving the Indemnified Party within thirty (30) days after the Indemnified Party has given Party’s notice of the Third Party Claim Claim, acknowledges in writing to the Indemnified Party that the Indemnifying Party is assuming will indemnify and hold the defense thereof, (i) Indemnified Party harmless from and against any and all Losses the Indemnified Party may suffer relating to or arising from the Third Party Claim and provides the Indemnified Party at such time with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and pay, in cash, all Losses the Indemnified Party against that may suffer relating to or arising from the Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks non-monetary damages, including an injunction, specific performance or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to (1) actively 33 and diligently defend the Third Party Claim, (2) keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim, or (3) permit the Indemnified Party with the opportunity to participate in the defense of the Third Party Claim (at the Indemnified Party’s own expense, except as provided below), (iv) settlement, or an adverse judgment with respect to, the Third Party Claim is in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnified Party has determined in good faith that there would be a conflict of interest or other materially detrimental or inappropriate matter associated with joint representation of the Indemnification Proceeding. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or consent to any order or judgment with respect to, the Third Party Claim unless the proposed settlement or compromise, or judgement or order, as applicable, (1) involves only the payment of money by one or more Indemnifying Parties, (2) does not impose any injunction, specific performance or other equitable relief upon the Indemnified Party, (3) includes an unconditional release of the Indemnified Party and its Affiliates for any Liability arising from or related to such Third Party Claim, and (4) there is no finding or admission of any violation of Law or the rights of any Person by the Indemnified Party or its Affiliates, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses the Indemnified Party may retain separate co-counsel at its sole cost suffer relating to or arising from the Third Party Claim and expense and the Indemnifying Party may not claim that it does not have an indemnification obligation with respect thereto, (iii) the Indemnified Party will shall have the right (but not consent the obligation) to participate in the entry defense of any judgment or enter into any settlement with respect to that such Third Party Claim without and to employ, at its own expense, counsel separate from counsel employed by the written consent Indemnifying Party; provided, that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In if the event no Indemnifying Party notifies in writing and the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of are both named parties to the Third Party Claim or related Third Party Claims and the Indemnified Party shall have reasonably concluded that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and (iv) it shall actively and diligently defend the Third Party Claim and keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim. (d) If the Indemnifying Party is assuming does not assume the defense thereofof any Third Party Claim, howeveror if any condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim set forth above becomes unsatisfied, the Indemnified Party may defend against or enter into any settlement with respect tosettle such claim in such manner and on such terms as it in good xxxxx xxxxx appropriate (and the Indemnified Party need not consult with, that Third Party Claim in any manner it reasonably may deem appropriateor obtain consent from, and the Indemnifying Party in connection therewith) and shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined entitled to be liable for such amount pursuant to the provisions of this Section 8indemnification in respect thereof in accordance with Sections 5.1 or 5.2, as applicable. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict In no event shall the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of settle any Third Party Claim shall deliver or cause while the defense thereof is controlled by the Indemnifying Party pursuant to and in accordance with this Section 5.7 without the 34 consent of the Indemnifying Party (such consent not to be deliveredunreasonably withheld, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals conditioned or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimdelayed).

Matters Involving Third Party Claims. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter a Third Party Claim which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article V, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptlyParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any Indemnifying Party notifies the Indemnified Party within thirty prejudiced. (30b) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Any Indemnifying Party will have the right to defend the Indemnified Party against that the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 Business Days after the Indemnified Party has made a Claim for Indemnification that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief and, in respect of Third Party Claims in which the Alpha Parties or its Affiliates is the Indemnified Party, in the Alpha Parties’ reasonable judgment could not result in money damages in excess of any remaining Escrow Amount, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided, however, that the Indemnifying Party shall have the right to participate in the defense of an action that involves both claimed money damages and injunctive or other equitable relief to the extent, but only to the extent, of the claim for money damages. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with Section 5.8. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 5.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that the Third Party Claim without the prior written consent of the Indemnifying Party (which consent may not to be unreasonably withheld or delayedunreasonably). In , and (iii) the event no Indemnifying Party notifies in writing will not consent to the Indemnified Party within thirty (30) days after the Indemnified Party has given notice entry of any judgment or enter into any settlement with respect to the Third Party Claim that without the Indemnifying prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) In the event any of the conditions in Section 5.4(b) is assuming the defense thereofor becomes unsatisfied, however, (i) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, that the Third Party Claim in any manner it reasonably may deem appropriate, appropriate (and the Indemnifying Indemnified Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At need not consult with, or obtain any time after commencement of any such Third Party Claimconsent from, any Indemnifying Party may request an in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party to accept a bona fide offer from promptly and periodically for the other Party(ies) to costs of defending against the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice itincluding reasonable attorneys’ fees and expenses), him or herand (iii) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party Parties will remain responsible for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which any Adverse Consequences the Indemnified Party may be liable with respect to such Third Party Claim. In additionsuffer resulting from, arising out of, relating to, in the Party controlling nature of, or caused by the defense of any Third Party Claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted fullest extent provided in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claim.this Article V.

Matters Involving Third Party Claims. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter a Third Party Claim which may give rise to a claim Claim for indemnification Indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article VIII, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptlyParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely only to the extent) the Indemnifying Party thereby is damaged prejudiced by such delay. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following receipt thereof, copies of all notices and prejudiced from adequately defending documents (including court papers) received by the Indemnified Party relating to any such Third Party Claim. In the event any . (b) Any Indemnifying Party notifies shall have the right (but not the obligation), upon written notice to the Indemnified Party within thirty (30) delivered no later than 30 days after the Indemnified Party has given notice of the Third Party Claim that receipt by the Indemnifying Party is assuming of the defense thereofClaim for Indemnification, (i) to assume the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) and at the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that Third Party Claim without the written consent of the Indemnifying Party (which consent may not be unreasonably withheld Party, of the settlement or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice defense of the Third Party Claim that Claim. The Indemnified Party shall cooperate with the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may defend against or enter into any settlement with respect to, that Third Party Claim and its counsel in any manner it reasonably may deem appropriate, connection therewith and the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party; provided that the fees and expenses of such counsel shall be liable for borne solely by such Indemnified Party. So long as the settlement amount of that Third Indemnifying Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of reasonably contesting any such Third Party ClaimClaim in good faith, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him shall not pay or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to settle such Third Party Claim. In addition, If the Indemnifying Party controlling does not notify the Indemnified Party in writing within 30 days after receipt of the Claim for Indemnification that it elects to undertake the defense of the Third Party Claim, then the Indemnified Party shall have the right to contest, settle or compromise such Third Party Claim but shall not thereby waive any right to seek indemnity therefor pursuant to this Article VIII. Any settlement or compromise of any Third Party Claim by the Indemnifying Party shall deliver require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any such settlement or compromise that (i) is exclusively monetary and (ii) does not contain an admission of liability on the part of any Indemnified Party. (c) All of the Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and Buyer and each Seller (or a duly authorized representative of such Party) shall (and Buyer shall cause to the Company Group to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted reasonably requested in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimtherewith.

Matters Involving Third Party Claims. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter a Third Party Claim which may give rise to a claim Claim for indemnification Indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article VIII, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptlyParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely only to the extent) the Indemnifying Party thereby is damaged prejudiced by such delay. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following receipt thereof, copies of all notices and prejudiced from adequately defending documents (including court papers) received by the Indemnified Party relating to any such Third Party Claim. In the event any . (b) Any Indemnifying Party notifies shall have the right (but not the obligation), upon written notice to the Indemnified Party within thirty (30) delivered no later than 30 days after the Indemnified Party has given notice of the Third Party Claim that receipt by the Indemnifying Party is assuming of the defense thereofClaim for Indemnification, (i) to assume the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) and at the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that Third Party Claim without the written consent of the Indemnifying Party (which consent may not be unreasonably withheld Party, of the settlement or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice defense of the Third Party Claim that Claim. The Indemnified Party shall cooperate with the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may defend against or enter into any settlement with respect to, that Third Party Claim and its counsel in any manner it reasonably may deem appropriate, connection therewith and the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party; provided that the fees and expenses of such counsel shall be liable for borne solely by such Indemnified Party. So long as the settlement amount of that Third Indemnifying Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of reasonably contesting any such Third Party ClaimClaim in good faith, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him shall not pay or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to settle such Third Party Claim. In addition, If the Indemnifying Party controlling does not notify the Indemnified Party in writing within 30 days after receipt of the Claim for Indemnification that it elects to undertake the defense of the Third Party Claim, then the Indemnified Party shall have the right to contest, settle or compromise such Third Party Claim but shall not thereby waive any right to seek indemnity therefor pursuant to this Article VIII. Any settlement or compromise of any Third Party Claim by the Indemnifying Party shall deliver require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any such settlement or compromise that (i) is exclusively monetary and (ii) does not contain an admission of liability on the part of any Indemnified Party. (c) All of the Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and the Parties (or a duly authorized representative of such Party) shall (and Buyer shall cause to the Company to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted reasonably requested in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimtherewith.

Matters Involving Third Party Claims. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article V (the "“Indemnified Party"”) with respect of notice of the commencement of any action by any Person who is not a Party to any matter which may give rise to this Agreement (such action, a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "“Third Party Claim"”), then the such Indemnified Party shall notify in writing each shall, if a claim with respect thereto is to be made against any Party or Parties obligated to provide indemnification pursuant to this Article V (the “Indemnifying Party”), give such Indemnifying Party thereof promptlywritten notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to provide such notice shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its Liabilities hereunder, except to the extent) extent that such failure to give notice shall materially and irrevocably prejudice any defense or claim available to the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In Party. (b) If the event any Indemnifying Party notifies Party, within ten days after receiving the Indemnified Party within thirty (30) days after the Indemnified Party has given Party’s notice of the Third Party Claim Claim, acknowledges in writing to the Indemnified Party that the Indemnifying Party is assuming will indemnify and hold the defense thereof, (i) Indemnified Party harmless from and against any and all Losses the Indemnified Party may suffer relating to or arising from the Third Party Claim and provides the Indemnified Party at such time with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and pay, in cash, all Losses the Indemnified Party against that may suffer relating to or arising from the Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks non-monetary damages, including an injunction, specific performance or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to (1) actively and diligently defend the Third Party Claim, (2) keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim, or (3) permit the Indemnified Party with the opportunity to participate in the defense of the Third Party Claim (at the Indemnified Party’s own expense, except as provided below), (iv) settlement, or an adverse judgment with respect to, the Third Party Claim is in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnified Party has determined in good faith that there would be a conflict of interest or other materially detrimental or inappropriate matter associated with joint representation of the Indemnification Proceeding, or (vi) the Third Party Claim relates to any Taxes or Tax Returns of or with respect to the Subsidiaries. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or consent to any order or judgment with respect to, the Third Party Claim unless the proposed settlement or compromise, or judgement or order, as applicable, (1) involves only the payment of money by one or more Indemnifying Parties, (2) does not impose any injunction, specific performance or other equitable relief upon the Indemnified Party, (3) includes an unconditional release of the Indemnified Party and its Affiliates for any Liability arising from or related to such Third Party Claim, and (4) there is no finding or admission of any violation of Law or the rights of any Person by the Indemnified Party or its Affiliates, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses the Indemnified Party may retain separate co-counsel at its sole cost suffer relating to or arising from the Third Party Claim and expense and the Indemnifying Party may not claim that it does not have an indemnification obligation with respect thereto, (iii) the Indemnified Party will shall have the right (but not consent the obligation) to participate in the entry defense of any judgment or enter into any settlement with respect to that such Third Party Claim without and to employ, at its own expense, counsel separate from counsel employed by the written consent Indemnifying Party; provided, that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In if the event no Indemnifying Party notifies in writing and the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of are both named parties to the Third Party Claim or related Third Party Claims and the Indemnified Party shall have reasonably concluded that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and (iv) it shall actively and diligently defend the Third Party Claim and keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim. (d) If the Indemnifying Party is assuming does not assume the defense thereofof any Third Party Claim, howeveror if any condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim set forth above becomes unsatisfied, the Indemnified Party may defend against or enter into any settlement with respect tosettle such claim in such manner and on such terms as it in good xxxxx xxxxx appropriate (and the Indemnified Party need not consult with, that Third Party Claim in any manner it reasonably may deem appropriateor obtain consent from, and the Indemnifying Party in connection therewith) and shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined entitled to be liable for such amount pursuant to the provisions of this Section 8indemnification in respect thereof in accordance with Sections 5.1 or 5.2, as applicable. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict In no event shall the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of settle any Third Party Claim shall deliver or cause while the defense thereof is controlled by the Indemnifying Party pursuant to and in accordance with this Section 5.7 without the consent of the Indemnifying Party (such consent not to be deliveredunreasonably withheld, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals conditioned or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimdelayed).

Matters Involving Third Party Claims. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article V (the "“Indemnified Party"”) with respect of notice of the commencement of any action by any Person who is not a Party to any matter which may give rise to this Agreement (such action, a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "“Third Party Claim"”), then the such Indemnified Party shall notify in writing each shall, if a claim with respect thereto is to be 101572953.9 33 made against any Party or Parties obligated to provide indemnification pursuant to this Article V (the “Indemnifying Party”), give such Indemnifying Party thereof promptlywritten notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to provide such notice shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its Liabilities hereunder, except to the extent) extent that such failure to give notice shall materially and irrevocably prejudice any defense or claim available to the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In Party. (b) If the event any Indemnifying Party notifies Party, within fourteen days after receiving the Indemnified Party within thirty (30) days after the Indemnified Party has given Party’s notice of the Third Party Claim Claim, acknowledges in writing to the Indemnified Party that the Indemnifying Party is assuming will indemnify and hold the defense thereof, (i) Indemnified Party harmless from and against any and all Losses the Indemnified Party reasonably may suffer relating to or arising from the Third Party Claim and provides the Indemnified Party at such time with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and pay, in cash, all Losses the Indemnified Party against that may suffer relating to or arising from the Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks non-monetary damages, including an injunction, specific performance or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to (1) actively and diligently defend the Third Party Claim, (2) keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim, or (3) permit the Indemnified Party with the opportunity to participate in the defense of the Third Party Claim (at the Indemnified Party’s own expense, except as provided below), (iv) settlement, or an adverse judgment with respect to, the Third Party Claim is in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnified Party has determined in good faith that there would be a conflict of interest or other materially detrimental or inappropriate matter associated with joint representation of the Indemnification Proceeding. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise, or consent to any order or judgment with respect to, the Third Party Claim unless the proposed settlement or compromise, or judgement or order, as applicable, (1) involves only the payment of money by one or more Indemnifying Parties, (2) does not impose any injunction, specific performance or other equitable relief upon the Indemnified Party, (3) includes an unconditional release of the Indemnified Party and its Affiliates for any Liability arising from or related to such 101572953.9 34 Third Party Claim, and (4) there is no finding or admission of any violation of Law or the rights of any Person by the Indemnified Party or its Affiliates, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses the Indemnified Party may retain separate co-counsel at its sole cost suffer relating to or arising from the Third Party Claim and expense and the Indemnifying Party may not claim that it does not have an indemnification obligation with respect thereto, (iii) the Indemnified Party will shall have the right (but not consent the obligation) to participate in the entry defense of any judgment or enter into any settlement with respect to that such Third Party Claim without and to employ, at its own expense, counsel separate from counsel employed by the written consent Indemnifying Party; provided, that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In if the event no Indemnifying Party notifies in writing and the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of are both named parties to the Third Party Claim or related Third Party Claims and the Indemnified Party shall have reasonably concluded that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and (iv) it shall actively and diligently defend the Third Party Claim and keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim. (d) If the Indemnifying Party is assuming does not assume the defense thereofof any Third Party Claim (other than because of the failure to demonstrate to the Indemnified Party that it will have the financial resources to defend and pay, howeverin cash, all Losses the Indemnified Party may reasonably suffer), or if any condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim set forth above becomes unsatisfied, the Indemnified Party may defend against or enter into any settlement with respect tosettle such claim in such manner and on such terms as it in good xxxxx xxxxx appropriate (and the Indemnified Party need not consult with, that Third Party Claim in any manner it reasonably may deem appropriateor obtain consent from, and the Indemnifying Party in connection therewith) and shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined entitled to be liable for such amount pursuant to the provisions of this Section 8indemnification in respect thereof in accordance with Sections 5.1 or 5.2, as applicable. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict In no event shall the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of settle any Third Party Claim shall deliver or cause while the defense thereof is controlled by the Indemnifying Party pursuant to and in accordance with this Section 5.7 without the consent of the Indemnifying Party (such consent not to be deliveredunreasonably withheld, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals conditioned or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimdelayed).

Matters Involving Third Party Claims. (i) If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter a Third Party Claim which may give rise to a claim Claim for indemnification Indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article IX, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptlyParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any Indemnifying Party notifies the Indemnified Party within thirty prejudiced. (30ii) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Any Indemnifying Party will have the right to defend the Indemnified Party against that the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has made a Claim for Indemnification that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided that if the Indemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Claims for Indemnification (including Third Party Claims), the amount set forth in Section 9.1(d)(i)(B), then the Indemnifying Party shall not have the right to assume the defense of such Third Party Claim on behalf of the Indemnified Party. In the event the proviso in the preceding sentence shall become applicable: (x) the Indemnifying Party may retain separate counsel at its sole cost and expense and participate in the defense of such Third Party Claim; and (y) the Indemnifying Party shall be entitled to enter into a settlement or consent to entry of a judgment with regard to a Third Party Claim without the prior written consent of the Indemnified Party if (and only if) (1) the amount paid in settlement or pursuant to entry of judgment does not exceed the amount set forth in Section 9.1(d)(i)(B), (2) such amount is paid by the Indemnifying Party, and (3) the settlement includes a provision releasing the Indemnified Party from any Liability under such Third Party Claim. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with Section 9.1(h). (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9(e)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (iiiprovided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party if: (i) the named parties in such Third Party Claim (including any impleaded parties) include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Indemnifying Party or (ii) the Indemnified Party has been advised by counsel that representation by the Indemnifying Party is inappropriate in light of an actual or potential conflict of interest between them), (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to that the Third Party Claim without the prior written consent of the Indemnifying Party (which consent may not to be unreasonably withheld or delayedunreasonably). In , and (C) the event no Indemnifying Party notifies in writing will not consent to the Indemnified Party within thirty (30) days after the Indemnified Party has given notice entry of any judgment or enter into any settlement with respect to the Third Party Claim that without the prior written consent of the Indemnified Party (not to be withheld unreasonably) (and in no event shall the Indemnifying Party consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim if the amount to be paid in settlement exceeds the amount set forth in Section 9.1(d)(B) or the settlement does not include a provision releasing the Indemnified Parties from all Liabilities with respect thereto). For purposes of clause (C) above, the consent of the Indemnified Party shall be deemed to have been withheld unreasonably if it is assuming withheld with regard to a settlement or entry of judgment pursuant to which: (x) there is no finding or admission of violation of Law; (y) the defense thereofsole relief to the claimant is money damages paid in full by the Indemnifying Party; and (z) such settlement or entry of judgment has no effect on any other claims that may be made against the Indemnified Party. (iv) In the event any of the conditions in Section 9(e)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, that the Third Party Claim in any manner it reasonably may deem appropriate, appropriate (and the Indemnifying Indemnified Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At need not consult with, or obtain any time after commencement of any such Third Party Claimconsent from, any Indemnifying Party may request an in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party to accept a bona fide offer from promptly and periodically for the other Party(ies) to costs of defending against the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice itincluding reasonable attorneys' fees and expenses), him or herand (C) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party will remain responsible for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which any Losses the Indemnified Party may be liable with respect to such Third Party Claim. In additionsuffer resulting from, arising out of, relating to, in the Party controlling nature of, or caused by the defense of any Third Party Claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted fullest extent provided in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimthis Article IX.

Matters Involving Third Party Claims. (a) If an Indemnified Person shall claim indemnification hereunder arising from any claim or demand of a third party shall notify any Party (the "Indemnified Party") with respect to any matter for which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this is provided in Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) 10.1 above (a "“Third Party Claim"”), then the Indemnified Person shall promptly give written notice (a “Third Party Notice”) to the Indemnifying Person, of the basis for such claim or demand, setting forth the nature of the claim or demand in reasonable detail. Such Third Party Notice shall contain or be accompanied by such other material information as the Indemnified Party shall notify in writing each Indemnifying Party thereof promptly; provided, however, that no delay on have concerning the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any . (b) The Indemnifying Party notifies Person, upon notice to the Indemnified Party Person within thirty fifteen (3015) days after the Indemnified Party has given notice of the receiving a Third Party Claim that Notice, shall have the Indemnifying Party is assuming right to assume and control the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against that of such Third Party Claim with counsel of its choice reasonably satisfactory own choosing, at its sole discretion, for which the Indemnifying Person is obligated to indemnify pursuant to this Article X at its own cost and through counsel of its choosing, subject to the Indemnified Partylimitations contained in this Article X; provided, however, that the Indemnifying Person shall not have the right to assume and control such defense: (i) if such Third Party Claim involves criminal or fraudulent allegations, (ii) if outside counsel advises the Indemnified Party may retain separate co-counsel at its sole cost Person that there are conflicts of interest between the Indemnifying Person and expense and (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement Person with respect to that Third Party Claim without the written consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In the event no Indemnifying Party notifies in writing the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming the defense thereofcannot be waived, however, the Indemnified Party may defend against or enter into any settlement with respect to, that and/or (iii) if such Third Party Claim in any manner it reasonably may deem appropriate, and seeks relief other than monetary damages. If the Indemnifying Party shall be liable for Person elects to assume the settlement amount defense of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such a Third Party Claim, any the Indemnified Person shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If no notice of intent to defend is timely given by the Indemnifying Party may request an Person, the Indemnified Party to accept a bona fide offer from Person shall, at the other Party(ies) expense of the Indemnifying Person, undertake (with counsel selected by the Indemnified Person and reasonably acceptable to the Indemnifying Person) the defense of such claim, liability or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed (c) If the Indemnifying Person elects to assume the defense of a Third Party Claim, the Indemnifying Person shall have the right to compromise and settle in good faith all indemnifiable matters related to the applicable Third Party Claim for which are susceptible to being settled, except to the extent that (i) such settlement would involve relief other than monetary damages, (ii) such settlement does not include an unconditional release of the Indemnified Person from all liability in respect of such claim or (iii) such settlement would reasonably be expected to have a monetary settlement thereof payable solely by material adverse effect on the Indemnified Person. If the Indemnifying Person elects to assume the defense of a Third Party Claim, the Indemnifying Person shall from time to time apprise the Indemnified Person of the status of the claim, liability or expense and any resulting Action (including any enforcement Action) and shall furnish the Indemnified Person with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Person may reasonably request. If the Indemnifying Person elects to assume the defense of a Third Party Claim, the Indemnified Person will cooperate and make available to the Indemnifying Party (which does not unreasonably burden and its Representatives) its employees on reasonable notice and during business hours, and furnish such books and records in its possession or restrict the Indemnified Party nor otherwise prejudice itunder its control as may be reasonably necessary or useful in connection with such defense; provided, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount provision of or access to any records and information or employees will be subject to appropriate confidentiality undertakings and, if applicable, execution of customary release letters in favor of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of any Third Party Claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted auditors as requested in connection with the defense sharing of that Third Party Claimwork papers, and timely notices of, and (B) nothing in this subsection will require any party to disclose information that is subject to the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimattorney-client privilege.

Matters Involving Third Party Claims. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article V (the "“Indemnified Party"”) with respect of notice of the commencement of any action by any Person who is not a Party to any matter which may give rise to this Agreement (such action, a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "“Third Party Claim"”), then the such Indemnified Party shall notify in writing each shall, if a claim with respect thereto is to be made against any Party or Parties obligated to provide indemnification pursuant to this Article V (the “Indemnifying Party”), give such Indemnifying Party thereof promptlywritten notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to provide such notice shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its Liabilities hereunder, except to the extent) extent that such failure to give notice shall materially and irrevocably prejudice any defense or claim available to the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In Party. (b) If the event any Indemnifying Party notifies Party, within fifteen days after receiving the Indemnified Party within thirty (30) days after the Indemnified Party has given Party’s notice of the Third Party Claim Claim, acknowledges in writing to the Indemnified Party that the Indemnifying Party is assuming will indemnify and hold the defense thereof, (i) Indemnified Party harmless from and against any and all Losses the Indemnified Party may suffer relating to or arising from the Third Party Claim and provides the Indemnified Party at such time with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and pay, in cash, all Losses the Indemnified Party against that may suffer relating to or arising from the Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks non-monetary damages, including an injunction, specific performance or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to (1) actively and diligently defend the Third Party Claim, (2) keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim, or (3) permit the Indemnified Party with the opportunity to participate in the defense of the Third Party Claim (at the Indemnified Party’s own expense, except as provided below), (iv) settlement, or an adverse judgment with respect to, the Third Party Claim is in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnified Party has determined in good faith that there would be a conflict of interest or other materially detrimental or inappropriate matter associated with joint representation of the Indemnification Proceeding. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or consent to any order or judgment with respect to, the Third Party Claim unless the proposed settlement or compromise, or judgement or order, as applicable, (1) involves only the payment of money by one or more Indemnifying Parties, (2) does not impose any injunction, specific performance or other equitable relief upon the Indemnified Party, (3) includes an unconditional release of the Indemnified Party and its Affiliates for any Liability arising from or related to such Third Party Claim, and (4) there is no finding or admission of any violation of Law or the rights of any Person by the Indemnified Party or its Affiliates, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses the Indemnified Party may retain separate co-counsel at its sole cost suffer relating to or arising from the Third Party Claim and expense and the Indemnifying Party may not claim that it does not have an indemnification obligation with respect thereto, (iii) the Indemnified Party will shall have the right (but not consent the obligation) to participate in the entry defense of any judgment or enter into any settlement with respect to that such Third Party Claim without and to employ, at its own expense, counsel separate from counsel employed by the written consent Indemnifying Party; provided, that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). In if the event no Indemnifying Party notifies in writing and the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of are both named parties to the Third Party Claim or related Third Party Claims and the Indemnified Party shall have reasonably concluded that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and (iv) it shall actively and diligently defend the Third Party Claim and keep the Indemnified Party fully and timely apprised of all developments, including settlement offers, with respect to the Third Party Claim. (d) If the Indemnifying Party is assuming does not assume the defense thereofof any Third Party Claim, howeveror if any condition to the Indemnifying Party’s assumption of the defense of any Third Party Claim set forth above becomes unsatisfied, the Indemnified Party may defend against or enter into any settlement with respect tosettle such claim in such manner and on such terms as it in good xxxxx xxxxx appropriate (and the Indemnified Party need not consult with, that Third Party Claim in any manner it reasonably may deem appropriateor obtain consent from, and the Indemnifying Party in connection therewith) and shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined entitled to be liable for such amount pursuant to the provisions of this Section 8indemnification in respect thereof in accordance with Sections 5.1 or 5.2, as applicable. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict In no event shall the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that such Third Party Claim should be continued, in which case the Indemnifying Party shall be liable to the Indemnified Party for indemnity hereunder in respect of that Third Party Claim only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense of settle any Third Party Claim shall deliver or cause while the defense thereof is controlled by the Indemnifying Party pursuant to and in accordance with this Section 5.7 without the consent of the Indemnifying Party (such consent not to be deliveredunreasonably withheld, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals conditioned or other written statements relating to or submitted in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimdelayed).

Matters Involving Third Party Claims. (a) If any third party shall notify any a Party (the "“Indemnified Party"”) with respect to any matter which a Third Party Claim that may give rise to a claim Claim for indemnification Indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article VIII, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptly; providedParty. Thereafter, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve deliver to the Indemnifying Party, promptly following receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party from relating to any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any . (b) The Indemnifying Party notifies shall have the right (but not the obligation), upon written notice to the Indemnified Party within thirty delivered no later than twenty (3020) days after the Indemnified Party has given notice of the Third Party Claim that receipt by the Indemnifying Party is assuming of the defense thereofClaim for Indemnification, (i) to assume the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) and at the expense of the Indemnifying Party, of the settlement or defense of the Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in connection therewith and the Indemnifying Party shall permit the Indemnified Party may retain separate co-to participate in such settlement or defense through counsel at its sole cost chosen by the Indemnified Party; provided that the fees and expense and (iii) expenses of such counsel shall be borne solely by the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party will shall not consent to the entry of any judgment pay or enter into any settlement with respect to that settle such Third Party Claim without the written consent of Claim. If the Indemnifying Party (which consent may does not be unreasonably withheld or delayed). In the event no Indemnifying Party notifies in writing notify the Indemnified Party in writing within thirty twenty (3020) days after receipt of the Indemnified Party has given notice Claim for Indemnification that it elects to undertake the defense of the Third Party Claim that the Indemnifying or fails to defend in good faith such Third-Party is assuming the defense thereofClaim, however, then the Indemnified Party may defend against shall have the right to defend, contest, settle, or enter into any settlement with respect to, that Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that compromise such Third Party Claim should be continued, in which case the Indemnifying Party but shall be liable not thereby waive any right to the Indemnified Party for seek indemnity hereunder in respect of that Third Party Claim only therefor pursuant to the extent of the lesser of (A) the amount of the this Article VIII. Any settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense compromise of any Third Party Claim by the Indemnifying Party shall deliver require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that no such consent shall be required for any such settlement or compromise that (i) is exclusively monetary and will be paid by the Indemnifying Party (rather than the Indemnified Party), (ii) does not contain an admission of liability on the part of any Indemnified Party, and (iii) will not have an adverse impact on Buyer’s ability to operate the Business in the ordinary course of business consistent with past practice. (c) The Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and Buyer and Seller (or a duly authorized representative of such Party) shall (and Buyer shall cause to the Company and the Operating Company to) furnish such records, information, and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted reasonably requested in connection with therewith. (d) If any of the defense Buyer Indemnitees shall notify Seller of a Claim for Indemnification under Section 8.2(j) or any other policy pursuant to which Company, Operating Company or Buyer is entitled to coverage available, Seller shall give prompt notice of that Third Party ClaimClaim for Indemnification under Seller’s Insurance Policies in accordance with this Agreement, including Section 6.14 and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimsaid applicable policy.

Matters Involving Third Party Claims. (a) If any third party shall notify any a Party (the "“Indemnified Party"”) with respect to any matter which a Third Party Claim that may give rise to a claim Claim for indemnification Indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 8 other than Known Environmental Third Party Claims (which shall be subject to the provisions of Section 6(l) above) (a "Third Party Claim")Article VIII, then the Indemnified Party shall notify in writing each promptly provide a Claim for Indemnification to the Indemnifying Party thereof promptly; providedParty. Thereafter, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve deliver to the Indemnifying Party, promptly following receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party from relating to any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged and prejudiced from adequately defending such Third Party Claim. In the event any . (b) The Indemnifying Party notifies shall have the right (but not the obligation), upon written notice to the Indemnified Party within thirty delivered no later than fifteen (3015) days after the Indemnified Party has given notice of the Third Party Claim that receipt by the Indemnifying Party is assuming of the defense thereofClaim for Indemnification, (i) to assume the Indemnifying Party will defend the Indemnified Party against that Third Party Claim with conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) and at the expense of the Indemnifying Party, of the settlement or defense of the Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in connection therewith and the Indemnifying Party shall permit the Indemnified Party may retain separate co-to participate in such settlement or defense through counsel at its sole cost chosen by the Indemnified Party; provided that the fees and expense and (iii) expenses of such counsel shall be borne solely by the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party will shall not consent to the entry of any judgment pay or enter into any settlement with respect to that settle such Third Party Claim without the written consent of Claim. If the Indemnifying Party (which consent may does not be unreasonably withheld or delayed). In the event no Indemnifying Party notifies in writing notify the Indemnified Party in writing within thirty fifteen (3015) days after receipt of the Indemnified Party has given notice Claim for Indemnification that it elects to undertake the defense of the Third Party Claim that the Indemnifying or fails to defend in good faith such Third-Party is assuming the defense thereofClaim, however, then the Indemnified Party may defend against shall have the right to defend, contest, settle, or enter into any settlement with respect to, that Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the settlement amount of that Third Party Claim if and only if its is finally determined to be liable for such amount pursuant to the provisions of this Section 8. At any time after commencement of any such Third Party Claim, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the Third Party Claim for a monetary settlement thereof payable solely by such Indemnifying Party (which does not unreasonably burden or restrict the Indemnified Party nor otherwise prejudice it, him or her) whereupon such course of action shall be taken unless the Indemnified Party determines that compromise such Third Party Claim should be continued, in which case the Indemnifying Party but shall be liable not thereby waive any right to the Indemnified Party for seek indemnity hereunder in respect of that Third Party Claim only therefor pursuant to the extent of the lesser of (A) the amount of the this Article VIII. Any settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such Third Party Claim. In addition, the Party controlling the defense compromise of any Third Party Claim by the Indemnifying Party shall deliver require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that no such consent shall be required for any such settlement or compromise that (i) is exclusively monetary and will be paid by the Indemnifying Party (rather than the Indemnified Party), (ii) does not contain an admission of liability on the part of any Indemnified Party, and (iii) will not have an adverse impact on Buyers’ ability to operate the business of the Acquired Companies in the ordinary course of business consistent with past practice. (c) The Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and Buyers and Sellers (or a duly authorized representative of such Party) shall (and Buyers shall cause to the Acquired Companies to) furnish such records, information, and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted reasonably requested in connection with the defense of that Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to that Third Party Claimtherewith.