Common use of Notice and Defense Clause in Contracts

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties Party to be indemnified (whether one or more, the “Indemnified Party”Indemnitee) will shall give the party Party from whom indemnification is sought (the “Indemnifying Party”Indemnitor) prompt written notice of any such Claim, and Claim for which indemnification is sought. Failure to give notice shall not affect the Indemnifying Party will Indemnitor’s duty or obligations under this except to the extent the Indemnitor is prejudiced thereby. The Indemnitor may undertake the defense thereof of any third Party claim by representatives chosen by it. The assumption If the Indemnitor undertakes the defense of defense a Claim, then the Indemnitor shall constitute be deemed to accept that it has an admission by the Indemnifying Party of its indemnification obligation hereunder under this Paragraph 8 with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party Indemnitee shall make available to the Indemnifying Party Indemnitor or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified PartyIndemnitee, for the use of the Indemnifying Party Indemnitor and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. If there is a reasonable probability that a Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments, (i) the Indemnitee shall have the right to defend, compromise or settle such Claim and (ii) the Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any Claim which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee of a release from all liability in respect of such Claim.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will have the right to undertake the defense thereof by representatives chosen by it. The assumption In all matters concerning the Shareholders by virtue of defense joint and several liability, the Shareholders' Agent shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, give and its undertaking to pay directly receive notice and otherwise act in all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithrespects on their behalf. Failure to give such notice shall not affect the Indemnifying indemnifying Party’s 's duty or obligations under this Article 126, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and or other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.. The Indemnified Party

Notice and Defense. The party or parties Within a reasonable period of time after a Person to be indemnified (whether one or more, the “"Indemnified Party”") will give receives actual notice of any Claim covered by Section 4.01 or 4.02, as the party case may be, the Indemnified Party shall, if a Claim in respect thereof is to be made pursuant to Section 4.01 or 4.02, as the case may be, notify the Person from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice in writing of any such Claim; provided however, and that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to the Indemnified Party, except to the extent of material detriment suffered by the Indemnifying Party as a result of such failure. In the event that a Claim, Liability or Loss arises out of or results from matters with respect to third parties, the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption it which are reasonably acceptable to the Indemnified Party; provided, however, that if, in the Indemnified Party's reasonable judgment, a conflict of defense shall constitute an admission by the interest exists between such Indemnified Party and such Indemnifying Party in respect of its indemnification obligation hereunder with respect to such Claim, and its undertaking such Indemnified Party shall be entitled to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect separate counsel at the expense of the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use Each of the Indemnifying Party and the Indemnified Party shall be entitled to consult with each other, to the extent he or it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any such Claim, including making his or its representatives officers, directors, employees and books and records available for use in defending any such Claim, and shall in other respects give reasonable cooperation in take those actions reasonably within his or its power which are reasonably necessary to preserve any legal defenses to such defensematters.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 1211, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Acquiror Indemnified Party will give the other party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice (including all documents and other nonprivileged information in the Acquiror Indemnified Party's possession related thereto) of any such Third Party Claim, and the Indemnifying Party will may undertake the defense thereof by representatives chosen by it. The assumption it upon written notice to the Acquiror Indemnified Party provided within 20 days of defense shall constitute an admission by receiving notice of such Third Party Claim (or sooner if the Indemnifying nature of the Third Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithClaim so requires). Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12VIII, except to the extent the Indemnifying Party is materially prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be ------------------ indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claimclaim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12, Section except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim within thirty (30) days of becoming aware of any such Claim, and the (MP) 08481/006/APA/APA.doc Indemnifying Party will undertake shall have the right (but not the obligation) to assume the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party such Claim and appoint counsel of its indemnification obligation hereunder with respect to such Claimchoice; provided, and its undertaking to pay directly all costshowever, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure that the failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, right of the Indemnified Party to indemnification hereunder except to the extent that such failure prejudices the ability of the Indemnifying Party to defend any claim. To the extent the Indemnifying Party is prejudiced thereby. So assumes the defense of such Claim and for so long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle or agree to an adjudication of such Claim. The Indemnified Party shall make available to the Indemnifying Party or and its representatives Representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and shall permit the Indemnifying Party will undertake Party, at its option, to participate in the defense thereof of such Claim by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party counsel of its indemnification obligation hereunder with respect to such Claim, own choice and at its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithexpense. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 128, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any Damages (without limitation, except for limitations on indemnification pursuant to Sections 8.1(b) or 8.1(e), as the case may be) that may result from such Claim, then the Indemnifying Party shall be entitled to undertake the defense thereof at its expense and through counsel chosen by it (subject to the Indemnified Party's reasonable approval). In all matters concerning the holders of Shares by virtue of several liability, the Stockholders Representative shall give and receive notice and otherwise act in all respects on their behalf. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified ------------------ (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will may undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12X, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article X with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the . The Indemnifying Party will may undertake and control the defense thereof and/or settlement thereof, subject to Section 11.3.(c), by representatives chosen by it. The assumption of defense shall constitute an admission by it if the Indemnifying Party of its admits it has an indemnification obligation hereunder with respect to such Claim, and its in which case such assumption will constitute the Indemnifying Party's undertaking to pay directly pay, subject to Section 11.4, all costs, expenses, damages, judgments, awards, penalties and assessments Claims incurred in connection therewith. With the consent of the Indemnified Party, the Indemnifying Party may undertake the defense of any Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give such notice of a Third Party Claim shall not affect the Indemnifying Party’s 's duty or obligations under this Article 1211, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending has undertaken the defense of any such Claim actively and in good faithhas not abandoned such defense, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will have the right to undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation the defense of such Claim. Subject to the provisions of Sections 6.3.(b) and 6.3.(c) hereof, if the defense of such Claim is assumed by the Indemnifying Party, and (except for a Claim based upon any matter disclosed in Schedule 3.9 in which case no such defenseapproval shall be necessary) upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall have no liability for any compromise or settlement of such Claim without its written consent.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption In all matters concerning the Shareholders by virtue of defense joint and several liability, Chemed shall constitute an admission by the Indemnifying Party give and receive notice and otherwise act in all respects on its own behalf and on behalf of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithOCR. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 128, except to the extent the Indemnifying Party is materially prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Within a reasonable period of time after a party or parties to be indemnified (whether one or more, the “"INDEMNIFIED PARTY") receives actual notice of any Claim covered by Section 8.01 or 8.02, as the case may be, the Indemnified Party”) will give Party shall, if a Claim in respect thereof is to be made pursuant to Section 8.01 or 8.02, as the case may be, notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") prompt written notice in writing of any such Claim; provided however, and that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to the Indemnified Party pursuant to Section 8.01 or 8.02, as the case may be, except to the extent of material detriment suffered by the Indemnifying Party as a result of such failure. In the event that a Claim, Liability or Loss arises out of or results from matters with respect to third parties, the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except it which are reasonably acceptable to the extent the Indemnifying Party is prejudiced therebyIndemnified Party. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use Each of the Indemnifying Party and the Indemnified Party shall be entitled to consult with each other, to the extent it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any such Claim, including making its representatives officers, directors, employees and Books and Records available for use in defending any such Claim, and shall in other respects give reasonable cooperation in take those actions reasonably within its power which are reasonably necessary to preserve any legal defenses to such defensematters.

Notice and Defense. The party or parties to be indemnified ------------------ (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will may undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 127, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 7 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption In all matters concerning the Shareholders by virtue of defense joint and several liability, the Shareholders' Agent shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, give and its undertaking to pay directly receive notice and otherwise act in all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithrespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 126, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party Party or parties Parties seeking to be indemnified (whether one or morecollectively, the “"Indemnified Party”") will shall give the party Party or Parties from whom indemnification is sought (collectively, the “"Indemnifying Party”") prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any such suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by , if the Indemnifying Party of its admits that it has an indemnification obligation hereunder with respect to such the Third Party Claim, and its in which case such assumption shall constitute the Indemnifying Party's undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give such notice of the Third Party Claim shall not affect the Indemnifying Party’s duty 's duties or obligations under this Article 126, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faith, the Indemnified Party shall not settle such the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by it upon written notice to the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithIndemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 127, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Article 7 with respect to such Claim. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) Party will give ------------------ the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by it upon written notice to the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithIndemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12Section XI, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Section XI with respect to such Claim unless the Indemnifying Party advises the Indemnified Party in writing that such liability is disputed. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claimclaim, and the Indemnifying Party will have the right to undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claimclaim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation in the defense of such defenseclaim. Subject to the provisions of Sections 6(c)(ii) and 6(c)(iii) hereof, if the Indemnifying Party has acknowledged its liability for indemnification hereunder and the defense of such claim is assumed by the Indemnifying Party, and upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall be free to compromise or settle such claim without the consent of the Indemnified Party and shall have no liability for any compromise or settlement of such claim without its written consent.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 128, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption failure of defense shall constitute an admission by the Indemnifying Indemnified Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice to the Indemnifying Party shall not affect the Indemnifying Party’s duty or obligations under this Article 127, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such ClaimClaim and the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for or otherwise pay any costs or expenses that the Indemnified Party may incur in the defense of such third party action or proceeding, including, without limitation, the fees or disbursement of the Indemnified Party’s attorneys. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified PartyParty or its representatives, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any Claim (except that no such Claimnotice shall be required with respect to the Aldersgate Litigation), and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission it and consented to by the Indemnifying Party of its indemnification obligation hereunder with respect to such ClaimIndemnified Party, and its undertaking to pay directly all costswhich consent shall not be unreasonably withheld, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithconditioned or delayed. Failure to give such this notice shall will not affect the Indemnifying Party’s duty or obligations under this Article 12Section 5., except to the extent unless the Indemnifying Party is prejudiced therebyby this failure. So long as While the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall will not settle such the Claim. The Indemnified Party shall will make available to the Indemnifying Party or its representatives all records and other materials required or requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall will in other respects give reasonable cooperation in such the defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will Party shall give the party from whom indemnification is sought (the “Indemnifying Party”) Party prompt written notice of any such Claim, and the Indemnifying Party will shall undertake the defense defense, compromise or settlement thereof by representatives chosen by it. The assumption of defense In all matters concerning the Holders, Shareholders’ Agent shall constitute an admission by give and receive notice and otherwise act in all respects on the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithHolders’ behalf. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 129, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. The final determination of such third party Claim, including all related costs and expenses, will be binding and conclusive upon the parties to this Agreement as to the validity or invalidity, as the case may be, of such third party Claim. Any costs of the Indemnifying Party ordered to be paid by, or recovered from, any such third party as a result of such third party Claim will be assigned by the Indemnified Party to the Indemnifying Party which undertook the defense.

Notice and Defense. The OF CLAIMS Each RTK Indemnified Party and each Telecrafter Indemnified Party entitled to indemnification under this Article VI (each, an "Indemnified Party") shall give notice to each party or parties required to provide indemnification (each, an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be indemnified sought (whether one or morewhich notice shall state the basis of the claim, the “Indemnified Party”) will give section or sections of this Agreement alleged to have been breached, and, to the party from whom indemnification is sought (extent feasible, the “amount or an estimate of the amount of the claim), and shall permit the Indemnifying Party”) prompt written notice , at the Indemnifying Party's expense, to assume the defense of any such Claimclaim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation may participate in such defense.defense at such party's expense; and PROVIDED, FURTHER, that the failure of any

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itit (subject to the Indemnified Party's reasonable approval). The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 128, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim within thirty (30) days of becoming aware of any such Claim, and the 47 Indemnifying Party will undertake shall have the right (but not the obligation) to assume the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party such Claim and appoint counsel of its indemnification obligation hereunder with respect to such Claimchoice; provided, and its undertaking to pay directly all costshowever, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure that the failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, right of the Indemnified Party to indemnification hereunder except to the extent that such failure prejudices the ability of the Indemnifying Party to defend any claim. To the extent the Indemnifying Party is prejudiced thereby. So assumes the defense of such Claim and for so long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle or agree to an adjudication of such Claim. The Indemnified Party shall make available to the Indemnifying Party or and its representatives Representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 127, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will have the right to undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation the defense of such Claim. Subject to the provisions of Sections 6.3.(b) and 6.3.(c) hereof, if the Indemnifying Party has acknowledged its liability for indemnification hereunder and the defense of such Claim is assumed by the Indemnifying Party, and (except for a Claim based upon any matter disclosed in Schedule 3.9 in which case no such defenseapproval shall be necessary) upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall be free to compromise or settle such Claim without the consent of the Indemnified Party and shall have no liability for any compromise or settlement of such Claim without its written consent.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall not constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 1211, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) Party will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt Party written notice of any such Claimclaim, and the Indemnifying Party will shall undertake the defense thereof by representatives chosen by itit by written notice thereof to the Indemnified Party. Prior to receipt of such notice, the Indemnified Party shall defend such claim for the account of the Indemnifying Party. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claimclaim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments Claims incurred in connection therewith. Failure to give such notice to the Indemnifying Party shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12Article, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim claim actively and in good faith, the Indemnified Party shall not settle such Claimclaim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them it and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties Party to be indemnified (whether one or more, the “Indemnified Party”) will give the party Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will may undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 129, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 1210, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such ClaimClaim without the Indemnifying Party's written consent, which shall not be unreasonably withheld. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties Party to be indemnified (whether one or more, the “Indemnified Party”) will give the party Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will may undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, Section 11 except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third- Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 11 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, Claim and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) Party will give the party from whom indemnification is sought (the “Indemnifying Party”) Parties prompt written notice of any such ClaimClaim (and in any event within ten days after the service of the summons or citation). After such notice, the Indemnifying Parties shall take control of the defense and investigation of such Claim and employ and engage attorneys of their own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnified Party, at the Indemnifying Parties' cost, risk and expense (unless the named parties to such Claim include both the Indemnifying Parties and the Indemnified Party, and the Indemnifying Indemnified Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by and its counsel determine in good faith that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and that joint representation would be inappropriate, in which case the Indemnifying Party shall also pay the reasonable fees and expenses of its indemnification obligation hereunder counsel selected by the Indemnified Party to represent the Indemnified Party with respect to such Claim), and its undertaking to pay directly all costscompromise or settle such Claim, expenseswhich compromise or settlement shall be made only with the written consent of the Indemnified Party, damages, judgments, awards, penalties and assessments incurred in connection therewithsuch consent not to be unreasonably withheld. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12VIII, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified "INDEMNIFIED Party”") will give the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of counsel reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnified Party shall at all times also have the right to participate fully in the defense shall constitute an admission by the Indemnifying Party of at its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithown expense. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 12Section 9, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by it upon written notice to the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewithIndemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 129, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Article 9 with respect to such Claim. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Section 10, and except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party will undertake the defense thereof by representatives legal counsel chosen by itthe Indemnifying Party, with the consent of the Indemnified Party which consent shall not be unreasonably withheld. Failure of the Indemnified Party to provide its consent or reasons to withhold consent as required in the preceding sentence within 10 calendar days after receipt of notice by the Indemnifying Party of its choice of legal counsel shall be deemed as the consent of the Indemnified Party. The assumption of defense shall not constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.