Common use of Notice and Defense Clause in Contracts

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a Each party entitled to indemnification hereunder under this Section 8.2 (the “IndemniteeIndemnified Party”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated required to provide indemnification (the “IndemnitorIndemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Loss. The Claims Notice shall set forth a brief description of the Lossclaim or litigation, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee Indemnified Party (which whose approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall Indemnified Party may participate in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability ofat such party’s expense, or create a new liability for, the Indemnitee or any of its affiliates and, and provided further that the Indemnitor failure of any Indemnified Party to give notice as provided herein shall in all events indemnify not relieve the Indemnitee and Indemnifying Party of its affiliates against any damage resulting from obligations under this Agreement unless the manner in which such matter is compromised or defended, including any failure to pay give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such claim while or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such litigation is pendingIndemnified Party of a release from all liability in respect to such claim or litigation. Notwithstanding the foregoing, if to the Indemnitor receives a firm offer to settle a third party Claim, extent that the provisions on indemnification and contribution contained in the Indemnitor desires to accept such offerunderwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel provisions in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party underwriting agreement shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingcontrol.

Notice and Defense. (a) If at any time Promptly after receipt by a party Buyer Indemnified Party of notice of an Action or other event giving rise to a Buyer Claim with respect to which such Buyer Indemnified Party is entitled to indemnification hereunder under this Section 8.1, the Buyer Indemnified Party shall notify (the “Indemnitee”"Buyer Claim Notice") shall receive notice from any third party Shareholders' Representative and the Optionholder in writing of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) commencement of such Loss. The Claims Notice shall set forth a brief description of Action or the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result assertion of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)Buyer Claim; provided, however, that (i) Indemnitor provides evidence reasonably satisfactory failure to Indemnitee that Indemnitor has give such notice shall not affect the financial wherewithal right to satisfy and discharge indemnification hereunder except to the Loss in fullextent of actual prejudice to Sellers. Sellers shall have the option, but not the obligation, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee Buyer Indemnified Party in writing (the "Seller Election Notice") within ten (10) Business Days after receipt of the Buyer Claim Notice of its intention election, to either: (A) participate (at the expense of Sellers) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) take charge of and control the defense of such Action or Buyer Claim (at the expense of Sellers). If Sellers elect to control the defense, they will not consent to the entry of judgment or compromise or settle the Action or Buyer Claim without Buyer's written consent (which shall not be unreasonably withheld or delayed with respect to items in clauses (X) and (Y) below) if (X) the amount to be paid pursuant to such judgment, compromise or settlement exceeds the maximum allowable amounts to be paid to Buyer Indemnified Parties pursuant to Section 8.1(d) and (e) , (Y) such judgment, compromise or settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto or (Z) such judgment, compromise or settlement imposes any obligation on a Buyer Indemnified Party other than the payment of monetary damages. If the Shareholders' Representative fail to notify the Buyer Indemnified Party of Sellers' election within the applicable response period, then Sellers shall be deemed to have elected not to control the defense of such Action or Buyer Claim. If Sellers elect to assume the defense of any Action or Buyer Claim, the Buyer Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of the Buyer Indemnified Party unless: (1) the named parties in such Action or Buyer Claim (including any impleaded parties) include both the Buyer Indemnified Party and any Sellers and the Buyer 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 Sellers, (2) the Buyer Indemnified Party has been advised by counsel that representation by Sellers is inappropriate in light of an actual or potential conflict of interest between them, or (3) the Buyer Indemnified Party has reasonably determined that Buyer Claims that may be incurred may exceed either individually, or when aggregated with other Buyer Claims, the maximum allowable amounts to be paid to Buyer Indemnified Parties Pursuant to Section 8.1(d) and (e) (in which case, Sellers shall not have the right to control the defense of such Action or Buyer Claim on behalf of the Buyer Indemnified Party, it being understood, however, that Sellers shall not, in connection with such Action or Buyer Claim, be liable for the fees and expenses of more than one such separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). If Sellers do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate not control the defense of any Action or Buyer Claim, then the Buyer Indemnified Party may settle such Action or Buyer Claim only with the defending party and its counsel in written consent of the compromise of Shareholders' Representative (not to be unreasonably withheld or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingdelayed).

Notice and Defense. The Party or Parties seeking to be indemnified (a) If at any time a party entitled to indemnification hereunder (collectively, the “IndemniteeIndemnified Party”) shall receive give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) written notice from any third party delivered within thirty (30) calendar days (but in no event later than 10 business days prior to the date a response is due) after the receipt of service or other notice of the commencement of any asserted Loss claimed suit, action or arbitration proceeding of the Indemnification Claim setting forth specifically the obligation with respect to give which the Indemnification Claim is made, the facts giving rise to indemnification hereunder, and the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) alleged basis of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, Indemnification Claim and, if known or reasonably estimableascertainable, the amount of the Loss that has been liability asserted or which may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effectreason hereof. In the event that of the Indemnitor does so undertake assertion of an Indemnification Claim against the Indemnifying Party which may give rise to compromise and defend a claimright of indemnity, the Indemnitor Indemnified Party shall notify allow the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with Indemnifying Party to, and the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointmentIndemnifying Party shall, at its own cost and expense, of advisory defend against, compromise or settle such Indemnification Claim with counsel of the Indemnifying Party’s selection and which shall be reasonably accepted by the Indemnified Party. As a condition precedent of the Indemnifying Party’s obligation under this Article 9, the Indemnified Party shall make available to the Indemnifying Party or its own choosingrepresentatives any required power of attorney, all records and other materials required by them and in the possession or under the control of the Indemnified Party and access to such employees, as the Indemnifying Party may reasonably request, for the use of the Indemnifying Party and its representatives in defending the Indemnification Claim, and shall in other respects give reasonable cooperation in such defense. So long as the Indemnifying Party is defending the Indemnification Claim actively and in good faith, the Indemnified Party shall not settle the Indemnification Claim.

Notice and Defense. (a) If at any time a The party or parties entitled to be indemnified under this Article 8 (whether one or more, the "Indemnified Party") will give the party from whom indemnification hereunder is sought (the “Indemnitee”"Indemnifying Party") prompt written notice after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party's claim for indemnification at such Indemnifying Party's expense, and at its option (subject to the limitations set forth below) shall receive notice from any third party be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Party assuming control of such defense, it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any asserted Loss claimed rights) for all liabilities and obligations relating to give rise to such claim for indemnification and that it shall provide full indemnification (whether or not otherwise required hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated Indemnified Party with respect to provide such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification (hereunder; provided further, the “Indemnitor”) Indemnifying Party shall not be entitled to assume control of such Loss. The Claims Notice defense and shall set forth a brief description pay the fees and expenses of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered counsel retained by the IndemniteeIndemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) there is a reasonably probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, or (iv) the claim involves environmental matters in which case the Indemnified Party shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with governmental agencies and third parties and defending or settling claims and actions). The failure of the Indemnitee Failure to give a Claims Notice promptly prompt notice shall not waive or otherwise affect the Indemnitor’s Indemnifying Party's duty or obligations with respect theretounder this Article 8, except to the extent that the Indemnitor is prejudiced as a result of such failure (or and only to the extent that) such failure shall have caused the associated claim damages for which the Indemnifying Party is barred obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. So long as the Indemnifying Party is defending any such action actively and in good faith, the Indemnified Party shall not settle such action. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by another provision hereof regarding 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 survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly madeaction, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any other respects give reasonable cooperation in such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingdefense.

Notice and Defense. (a) If at any time Within 30 days after a party entitled 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 shall, if a Claim in respect thereof is to be made pursuant to Section 8.01 or 8.02, notify the party from whom indemnification hereunder is sought (the “Indemnitee”"Indemnifying Party") shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) in writing of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)Claim; provided, however, 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, except to the extent of any material detriment suffered by the Indemnifying Party as a result of such failure. The amount of each Claim for indemnity, together with a list identifying each separate item of loss, liability, damage, cost or expense to the extent known, shall be set forth in the Claim notice delivered to the Indemnifying Party. In the event that a Claim arises out of or results from Claims of third parties, the Indemnifying Party may at its option undertake the defense thereof by counsel or representatives chosen by it which are reasonably acceptable to the Indemnified Party. The Indemnifying Party shall have the sole right to compromise or settle any such Claim if (i) Indemnitor provides evidence reasonably satisfactory such settlement or disposition shall impose no material obligation or burden whatsoever on the Indemnified Party which is not wholly discharged by the Indemnifying Party, and shall provide a full release to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in fullIndemnified Party, and (ii) the Indemnifying Party shall be fully capable of performing its obligations pursuant to such settlement or disposition. The Indemnifying Party shall have the right to compromise or settle all other such third-party Claims with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. 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 compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defendedClaim, including any failure to pay any making its officers, directors, employees and Books and Records available for use in defending against such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use take those commercially reasonable efforts actions within its power which are necessary to cooperate with the defending party and its counsel in the compromise of or defending of preserve any legal defenses to such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingmatters.

Notice and Defense. (a) If at any time Promptly after receipt by a party person entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof indemnity (“Claims Notice”) to the party obligated to provide indemnification (the “IndemnitorIndemnified Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Section 16.1 may apply, the Indemnified Person shall notify the indemnifying Party of such Lossfact, but any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay shall be materially prejudicial to the indemnifying Party. The Claims Notice indemnifying Party shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, have the right to compromise or defend any assume the defense thereof with counsel designated by such matter at indemnifying Party and reasonable satisfaction to the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)Indemnified Person; provided, however, that if the defendants in any such action include one or more Indemnified Persons and the indemnifying Party and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the indemnifying Party, the Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person; provided, further that the indemnifying Party shall only be required to pay the fees and expenses of one additional law firm to represent an Indemnified Person or Indemnified Persons having such differing or additional legal defenses. The Indemnified Person shall be entitled, at its expense, to participate in any action, suit or proceeding, the defense of which has been assumed by the indemnifying Party. Notwithstanding the foregoing, the indemnifying Party (i) Indemnitor provides evidence reasonably satisfactory shall not be entitled to Indemnitee that Indemnitor has assume and control the financial wherewithal defense of any such action, suit or proceedings if and to satisfy the extent that, in the opinion of the Indemnified Person and discharge its counsel, such action, suit or proceeding involves the Loss potential imposition of criminal liability on the Indemnified Person or there exists a conflict or adversity of interest between the Indemnified Person and the indemnifying Party, and in fullsuch event the indemnifying Party shall pay the reasonable expenses of the Indemnified Person in such defense, and (ii) any such compromise shall not settle or defense shall be conducted in a manner which is reasonable and not contrary consent to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto entry of any such compromise or defense which is unreasonable or which would jeopardize judgment in any material respect any assets action, suit or business proceeding without the consent of the Indemnitee Indemnified Person, which shall not be unreasonably withheld or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingdelayed.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “"Indemnitee”") shall receive notice from any third party of any asserted Loss matter claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“a "Claims Notice”") to the party obligated to provide indemnification (the “"Indemnitor”") of such Losstherefor. The Claims Notice shall set forth a brief description of the Loss, in reasonable detailfacts and circumstances giving rise to such claim for indemnification, and, if known or reasonably estimableascertainable, the estimated amount of the Loss losses, liabilities or damages that has have been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, have at its election, the right to compromise settle or defend any such matter at the Indemnitor’s 's sole cost and expense through counsel chosen by the Indemnitor and 13 approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise settlement or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, 's interests and the Indemnitee shall in all events have a right to reasonably veto any such compromise settlement or any defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, and provided further that the Indemnitor shall in all events hereby agrees to indemnify the Indemnitee and its affiliates against any damage resulting from for the manner in which such matter is compromised settled or defended, defended including any failure to pay any such claim while which such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do soso in writing within ten (10) business days after receipt of notice from Indemnitee; otherwise Indemnitee may proceed to undertake its own defense. Each Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to settle any matter for which a claim for indemnification has been made hereunder upon notice to the Indemnitor and by waiving any right against Indemnitor with respect to such matter. Subject to the above, each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise settlement of or defending of any such liabilities or claims. In addition, the nondefending non-defending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a Each party entitled to indemnification hereunder under this Section 9.2 (the “Indemnitee”"Indemnified Party") shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated required to provide indemnification (the “Indemnitor”"Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Loss. The Claims Notice shall set forth a brief description of the Lossclaim or litigation, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee Indemnified Party (which whose approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall Indemnified Party may participate in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability ofat such party's expense, or create a new liability for, the Indemnitee or any of its affiliates and, and provided further that the Indemnitor failure of any Indemnified Party to give notice as provided herein shall in all events indemnify not relieve the Indemnitee and Indemnifying Party of its affiliates against any damage resulting from obligations under this Agreement unless the manner in which such matter is compromised or defended, including any failure to pay give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such claim while or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such litigation is pendingIndemnified Party of a release from all liability in respect to such claim or litigation. Notwithstanding the foregoing, if to the Indemnitor receives a firm offer to settle a third party Claim, extent that the provisions on indemnification and contribution contained in the Indemnitor desires to accept such offerunderwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel provisions in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party underwriting agreement shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingcontrol.

Notice and Defense. The party or parties to be indemnified (awhether one or more, the "Indemnified Party") If at any time a will give the party entitled to or parties from whom indemnification hereunder is sought (whether one or more, the “Indemnitee”"Indemnifying Party") shall receive prompt written notice from any third party of any asserted Loss claimed to give such Claim providing reasonable specificity of the nature of the Claim, the parties involved and the facts giving rise to indemnification hereunderClaim, and the Indemnitee shall promptly give notice Indemnifying Party will undertake the defense thereof (“Claims Notice”) by representatives chosen by it and reasonably acceptable to the party obligated to provide indemnification (the “Indemnitor”) of such LossIndemnified Party. The Claims Notice Indemnified Party shall set forth have the right to employ one counsel of its choice to represent such Indemnified Party if it reasonably believes a brief description conflict of the Loss, interest between such Indemnified Party and such Indemnifying Party exists in reasonable detail, and, respect of a Claim or if known or reasonably estimable, the amount of such Claim, after taking into account other Claims, may exceed the Loss maximum amount set forth in Section 6.5(c) and in that has been or may event the reasonable fees and expenses of such separate counsel shall be suffered paid by such Indemnifying Party for representation with respect to such Claim. In any event, the IndemniteeIndemnified Party shall have the right to participate at its own expense in the defense of such Claim. The failure of In all matters concerning the Indemnitee Redemption Shareholders, the Redemption Shareholders' Agent shall give and receive notice and otherwise act in all respects on their behalf. Failure to give a Claims Notice promptly such notice shall not waive or otherwise affect the Indemnitor’s Indemnifying Party's duty or obligations with respect theretounder this Article 6, except to the extent that the Indemnitor 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 Indemnifying Party may not settle a result Claim without the written consent of the Indemnified Party unless such settlement provides solely for money damages or other money payments for which such Indemnified Party is entitled to indemnification hereunder and includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such failure (or Claim. The Indemnified Party shall make available to the extent Indemnifying Party or its representatives all records and other materials reasonably required by them and in the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by possession or under the Indemnitee shall be bona fide. Any claim control of the Indemnified Party, for indemnification with respect to any the use of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim Indemnifying Party and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth its representatives in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend defending any such matter at Claim and shall in other respects give reasonable cooperation in such defense. The Indemnifying Party shall make available to the Indemnitor’s sole cost Indemnified Party or its representatives, all records and expense through counsel chosen other materials reasonably required by them and in the Indemnitor possession or under the control of the Indemnifying Party, for the use of the Indemnified Party and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss its representatives in full, and (ii) defending any such compromise or defense shall be conducted in a manner which is reasonable Claim and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any other respects give reasonable cooperation in such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingdefense.

Notice and Defense. Neither WMFD nor WMA shall be liable under paragraphs 1.1 or 1.3 above unless AGL or AGSI shall have notified WMFD or WMA in writing within a reasonable time after the summons or other first legal process giving information of the nature of any claim for which indemnity may be sought shall have been served upon an Indemnified Party (a) If at or after such Indemnified Party shall have received notice of such service on any designated agent), or within a reasonable time a party after such Indemnified Party otherwise becomes aware that it may wish to claim indemnification under paragraphs 1.1 or 1.3, but failure to notify WMFD or WMA of any such claim shall not relieve WMFD or WMA from any liability that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 1. In case any action as to which indemnity may be sought pursuant to this Section 1 is brought against an Indemnified Party, WMFD and WMA will be entitled to participate, at their own expense, in the defense thereof. Also, in a case where indemnification hereunder may be sought pursuant to paragraph 1.1 above, WMFD and WMA shall be entitled to assume the defense thereof (which shall include, without limitation, the “Indemnitee”) shall receive notice from any third party conduct of any asserted Loss claimed to give rise to indemnification hereunderruling request and closing agreement or other settlement proceeding with the Internal Revenue Service), the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (AGL, which approval shall not be unreasonably be withheld); provided. After notice from WMFD or WMA to the Indemnified Party of its election to assume the defense thereof, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy Indemnified Party will cooperate fully with WMFD and discharge WMA and shall bear the Loss in fullfees and expenses or any additional counsel retained by the Indemnified Party, and (ii) WMFD and WMA will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such compromise or defense shall be conducted Indemnified Party independently in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate connection with the defending party and its counsel in the compromise defense thereof, other than reasonable costs of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosinginvestigation.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (The Indemnified Party will ------------------ promptly give the “Indemnitee”) shall receive Indemnifying Party written notice from any third party of any asserted Loss claimed Claim, and the Indemnifying Party will undertake, or cause to be undertaken, the defense thereof by representatives chosen by it and consented to by the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Any such notice shall specify the nature of the Claims and shall describe such Claim in reasonable detail sufficient to allow the Indemnifying Party to make a claim against any insurance policy obtained by the Indemnifying Party with respect to such Claim. Failure to give rise to indemnification hereunder, the Indemnitee shall promptly give this notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall will not waive or otherwise affect the Indemnitor’s Indemnifying Party's duty or obligations with respect theretounder this Section 8, except to the extent that the Indemnitor is prejudiced as a result of such failure (or unless and to the extent the associated Indemnifying Party is prejudiced by this failure. Notwithstanding the above, the Indemnified Party may retain separate co-counsel at its sole cost and expense. While the Indemnifying Party is defending, or causing to be defended, any Claim actively and in good faith, the Indemnified Party will not settle the Claim. The Indemnified Party will, in good faith, take commercially reasonable steps to assist the Indemnifying Party in making a claim is barred by another provision hereof regarding or claims against any survival period). All indemnity claims insurance policy obtained by the Indemnitee shall be bona fide. Any claim for indemnification Indemnifying Party with respect to such Claim and to collect thereunder with respect to any such Claim. The Indemnified Party will 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 such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim Indemnified Party, for the use of the Indemnifying Party and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly madeits representatives in defending any Claim, and if regarding will in other respects cooperate in a representation or warranty, within commercially reasonable fashion in the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)defense; provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor Indemnifying Party shall in all events indemnify the Indemnitee and its affiliates against have no liability for any damage claim or loss resulting from the manner failure of the Indemnified Party to cooperate in which a commercially reasonable fashion with the Indemnifying Party's defense of any Claim hereunder and, only with respect to Claims submitted to an insurer under any insurance policy obtained by the Shareholders pursuant to this Section 8, such matter is compromised or defended, including any failure to pay any cooperate results in a denial or reduction of coverage under such claim while such litigation is pendinginsurance policy. Notwithstanding The Indemnifying Party shall reimburse the foregoing, if Indemnified Party for all reasonable out-of-pocket expenses incurred by the Indemnitor receives a firm offer to settle a third party Claim, Indemnified Party in its cooperation and assistance of the Indemnitor desires to accept such offer, Indemnifying Party under the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee terms of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingthis Section 8.3.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss liability, damage, loss or expense (together, a “Loss”) claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal (including but not limited to funds available in the Contingent Payment Escrow) to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. Promptly upon receipt by Parent or Seller (aas the case may be) If at of notice of the assertion of any time a claim in respect to which indemnity may be sought against the indemnifying party entitled to indemnification hereunder (the “IndemniteeIndemnifying Party”) pursuant to this Section 10, the indemnified party (the “Indemnified Party”) shall receive notice from any third party promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) counsel reasonably satisfactory to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the IndemniteeIndemnified Party. The failure of the Indemnitee any Indemnified Party to give a Claims Notice promptly timely notice hereunder shall not waive or otherwise affect the Indemnitor’s obligations with respect theretorights to indemnification hereunder, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafterthat, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which Indemnifying Party is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pendingactually prejudiced thereby. Notwithstanding the foregoing, in the event any of the Parent Indemnitees are the Indemnified Party, such Parent Indemnitee may assume control of the defense of the applicable claim if the Indemnitor receives a firm offer claim (a) relates to settle a third party Claimor arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (b) primarily seeks an injunction or equitable relief against the Indemnified Party and the Indemnitor desires to accept such offer, the Indemnitor will give written notice request for an injunction or equitable relief is not incidental or secondary to the Indemnitee underlying claim for relief, provided that the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that effectwas consented to without the Indemnifying Party’s prior written consent (such written consent will not be withheld or delayed unreasonably). In addition, in the event that the Indemnitor does so undertake Indemnifying Party fails to compromise and defend a claim, assume the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending defense of any such liabilities claim or claims. In additiona court of competent jurisdiction, upon petition by the nondefending party Indemnified Party, determines that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim, then the Indemnified Party shall at all times be entitled have the right to monitor defend any such claim and such Indemnified Party’s costs and expenses associated with such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingshall constitute indemnifiable Losses.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) ServiceWare shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunderCovered ServiceWare Loss, the Indemnitee ServiceWare shall promptly give written notice thereof (“Claims Notice”) to the Representative, and if at any time any Mollxx Xxxder shall receive notice of any Covered Mollxx Xxxs, such Mollxx Xxxder shall promptly give written notice thereof to the Representative and to ServiceWare; provided that a delay in giving notice shall only relieve the indemnifying party obligated of liability to provide indemnification (the “Indemnitor”) extent such indemnifying party suffers actual prejudice because of the delay. Any such Loss. The Claims Notice notice shall set forth a brief description with reasonable specificity (i) the basis under this Agreement, and the facts that otherwise form the basis, of the Losssuch claim, in reasonable detail, and, if known or reasonably estimable, (ii) an estimate of the amount of the Loss that has been or may such claim (which estimate shall not be suffered by the Indemnitee. The failure conclusive of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result final amount of such failure claim) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, 42 43 and (or to iii) the extent date on and manner in which the associated claim is barred by another provision hereof regarding any survival period)party delivering such notice became aware of the existence of such claim. All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with With respect to any claim giving rise to a Covered ServiceWare Loss, ServiceWare shall have the right, but not the obligation to participate at its own expense in a defense of such matters which is not asserted claim by a notice given as herein provided specifically identifying counsel of its own chosing, but the particular breach underlying such claim and Representative shall be entitled to control the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)defense; provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and Representative shall not, without the consent of ServiceWare, which consent shall not unreasonably be withheld, settle, compromise, pay or discharge the Loss in fullsame except by order of a court of competent jurisdiction. With respect to any claim giving rise to a Covered Mollxx Xxxs, and (ii) any such compromise or defense the Representative shall be conducted have the right, but not the obligation to participate at the expense of the Mollxx Xxxders in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory by counsel of its own choosingchosing, but ServiceWare shall be entitled to control the defense; provided, however, that ServiceWare shall not, without the consent of the Representative, which consent shall not unreasonably be withheld, settle, compromise, pay or discharge the same except by order of a court of competent jurisdiction. If the indemnified party does not consent to any bona fide settlement or compromise proposed by the indemnifying party, the indemnifying party shall be liable for indemnification hereunder only to the lesser of the final judgment against the indemnified party or the amount proposed to be paid in the settlement.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (time, the “Indemnitee”) Indemnitee shall receive notice from any third party of any asserted Loss losses, liabilities or damages claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“a Claims Notice”) Notice to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detailfacts and circumstances giving rise to such claim for indemnification, and, if known or reasonably estimableknown, the amount of the Loss losses, liabilities or damages that has have been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, have at its election, the right to compromise settle or defend any such matter at the Indemnitor’s 's sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise settlement or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, 's interests and the Indemnitee shall in all events have a right to reasonably veto any such compromise non-monetary settlement or any defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, and provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised settled or defended, defended including any failure to pay any such claim while which such litigation is pending. Notwithstanding If the foregoingIndemnitee unreasonably vetoes any settlement or defense, if the Indemnitee shall be deemed to have waived any right against the Indemnitor receives a firm offer with respect to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effectmatter. In the event that the Indemnitor does so undertake to compromise settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to settle any matter for which a claim for indemnification has been made hereunder upon notice to the Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise settlement of or defending of any such liabilities or claims. In addition, the nondefending non-defending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “"Indemnitee”") shall receive notice from any third party of any asserted Loss losses, liabilities or damages claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“a "Claims Notice”") to the party obligated to provide indemnification (the “"Indemnitor”") of such Losstherefor. The Claims Notice shall set forth a brief description of the Loss, in reasonable detailfacts and circumstances giving rise to such claim for indemnification, and, if known or reasonably estimableknown, the amount of the Loss losses, liabilities or damages that has have been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, have at its election, the right to compromise settle or defend any such matter at the Indemnitor’s 's sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise settlement or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, 's interests and the Indemnitee shall in all events have a right to reasonably veto any such compromise non-monetary settlement or any defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, and provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised settled or defended, defended including any failure to pay any such claim while which such litigation is pending. Notwithstanding If the foregoingIndemnitee unreasonably vetoes any settlement or defense, if the Indemnitee shall be deemed to have waived any right against the Indemnitor receives a firm offer with respect to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effectmatter. In the event that the Indemnitor does so undertake to compromise settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to settle any matter for which a claim for indemnification has been made hereunder upon notice to the Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise settlement of or defending of any such liabilities or claims. In addition, the nondefending non-defending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. The party or parties to be indemnified (awhether one or more, the “Indemnified Party”) If at any time a will give the party entitled to from whom indemnification hereunder is sought (the “IndemniteeIndemnifying Party”) shall receive written notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification such Claim (the “IndemnitorClaim Notice”) of such Loss). The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee Failure to give a Claims Notice promptly such notice shall not waive or otherwise affect the IndemnitorIndemnifying Party’s duty or obligations with respect theretounder this Article 6, except to the extent that the Indemnitor Indemnifying Party is prejudiced as a result thereby. The Indemnifying Party shall have thirty (30) calendar days from receipt of such failure the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the Indemnifying Party’s liability to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification Indemnified Party hereunder with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, Claim and (ii) whether or not the Indemnifying Party desires to undertake the defense of the Claim, provided that the Indemnified Party is authorized (but not obligated) prior to and during the Notice Period to file any such compromise motion, answer or defense other pleading and to take any other action that the Indemnified Party shall deem reasonably necessary or appropriate to protect the Indemnified Party’s interests. If the Indemnifying Party does not respond within the Notice Period, then the Indemnifying Party shall be conducted in a manner which is reasonable and not contrary deemed to have disputed its liability with respect to its obligation to indemnify the Indemnified Party hereunder with respect to the Indemnitee’s interests, Claim and to have elected not to undertake the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake Indemnifying Party notifies the Indemnified Party within the Notice Period that, based on the facts then known to compromise and defend a claimit, the Indemnitor Indemnifying Party does not dispute such Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall notify have the Indemnitee of its intention right to do so. Each party defend (with counsel reasonably satisfactory to the Indemnified Party) by appropriate proceedings; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party with respect to the Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all cases to records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use commercially reasonable efforts to cooperate with of the defending party Indemnifying Party and its counsel representatives in the compromise of or defending of any such liabilities or claims. In additionClaim, the nondefending party and shall at all times be entitled to monitor in other respects give reasonable cooperation in such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingdefense.

Notice and Defense. Any party or parties seeking indemnification under ------------------ this Article 8 (acollectively, the "Indemnitee") If at any time a party entitled to shall, on each occasion that indemnification hereunder (is sought, give prompt written notice within the “Indemnitee”) shall receive notice from any third party prescribed survival period for such indemnification, of any asserted Loss claimed to claim, suit or demand that the Indemnitee believes will or may give rise to indemnification hereunderhereunder to BUYER, on behalf of all BUYER's Indemnitees, on the one hand, or to SELLER, on behalf of all SELLER's Indemnitees, on the other hand (the person to whom such notice of claim is given being referred to herein as the "Indemnitor"). Except as hereinafter provided, the Indemnitor shall be obligated to defend and to direct the defense against such claim, suit or demand, in its name or in the name of the Indemnitee at the Indemnitor's expense and with counsel of the Indemnitor's own choosing and, so long as the Indemnitor is conducting such defense, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect without the Indemnitor’s obligations 's written consent settle or compromise or by affirmative action extend the statue of limitations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly madeto, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, have the right to compromise settle or defend compromise, any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)claim, suit or demand; provided, however, that (i) the -------- ------- Indemnitor provides evidence shall not, without the Indemnitee's written consent, settle or compromise any claim or consent to any entry of judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnitee. The Indemnitee that Indemnitor has shall, at the financial wherewithal to satisfy and discharge Indemnitor's expense, cooperate in the Loss in full, and (ii) defense of any such compromise claim, suit or defense shall be conducted in demand. If the Indemnitor, within a manner which is reasonable and not contrary time after notice of a claim, fails to defend the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor undertake the defense of, and to compromise or settle such defense through claim at the appointmentexpense of and for the account and risk of the Indemnitor, utilizing counsel of the Indemnitee's own choosing. No right or remedy conferred in this Article 8 is intended to be exclusive of any right or remedy available, now or hereafter, at its own cost and expenselaw or in equity or otherwise, of advisory counsel of its own choosingto the parties hereto.

Notice and Defense. (a) If at any time a Each party entitled to indemnification hereunder pursuant to Section 8 hereof (the “Indemnitee”each, an "Indemnified Party") shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the each party obligated to provide indemnification (the “Indemnitor”each, an "Indemnifying Party") promptly after such Indemnified Party has knowledge of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detailany claim for Loss as to which indemnity may be sought, and, if known in the event of any claim or reasonably estimabledemand asserted against an Indemnified Party by a third party, shall permit the Indemnifying Party to assume the defense of any such claim (and litigation resulting therefrom). The Indemnifying Party shall have ten (10) business days after the aforesaid notice is given (i) to dispute its liability for the Loss being claimed by the Indemnified Party and (ii) to elect, by written notice given to the Indemnified Party, to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the Indemnified Party, which consent is not to be unreasonably withheld or delayed) and at its sole risk and expense, the amount good faith settlement or defense of such claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided that: (i) all settlements shall be made only upon the prior reasonable consultation with the Indemnified Party and the prior written consent of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly Indemnified Party, which consent shall not waive be unreasonably withheld or otherwise affect delayed and (ii) the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee Indemnified Party shall be bona fide. Any claim for indemnification with respect entitled to any of participate in such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation settlement or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense defense through counsel chosen by the Indemnitor Indemnified Party (provided that the fees and approved expenses of such counsel shall be borne by the Indemnitee (which approval Indemnified Party). The Indemnified Party shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence furnish such information regarding himself or the claim in question as the Indemnifying Party may reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy request in writing and discharge the Loss in full, and (ii) any such compromise or defense as shall be conducted reasonably required in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or connection with defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such and litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosingresulting therefrom.

Notice and Defense. (a) If at any time a party entitled to ------------------ indemnification hereunder (the “"Indemnitee”") shall receive notice from any third party of any asserted Loss liability, damage, loss or expense (together, a "Loss") claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“"Claims Notice”") to the party obligated to provide indemnification (the “"Indemnitor”") of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimableknown, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure final determination of a Loss shall be calculated after the Indemnitee has determined the tax benefit or insurance recovery related to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect theretosuch Loss, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7any. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s 's sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, 's interest and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Even if the Indemnitor undertakes to compromise or defend a claim, the Indemnitee shall have the right to settle any matter for which a claim for indemnification has been made hereunder upon notice to the Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending non-defending party shall at all times be entitled to monitor such defense through the appointment, at its own cost costs and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.76.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third third-party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.78.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.77.1(a). Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third third-party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) If at any time a The indemnified party entitled to indemnification hereunder (shall notify the “Indemnitee”) shall receive notice from any third indemnifying party promptly in writing of any asserted Loss claimed claim for which the indemnified party intends to give rise to seek indemnification hereunder, stating, to the Indemnitee extent known, the nature and basis of such claim and the amount thereof. The indemnifying party thereafter shall have the right, by notice to the indemnified party within 15 days after receipt of such notice, to conduct at its own expense, through counsel of its choosing reasonably approved by the indemnified party, the defense, settlement and compromise of such claim; provided that, in conducting such defense, settlement and compromise (i) the indemnifying party shall not permit to exist any lien, encumbrance or other adverse charge upon any asset or business of the indemnified party, (ii) the indemnifying party shall cause its counsel to consult with the indemnified party and its counsel and keep them fully advised of the progress of the defense, settlement and compromise and shall take into account the continuing business interests of the indemnified party, and (iii) the indemnifying party shall promptly give notice thereof (“Claims Notice”) to reimburse the indemnified party obligated to provide indemnification (for the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the full amount of the Loss that has been any liability resulting from such claim and any defense, settlement or may be suffered compromise thereof and all related costs and expenses incurred by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect theretoindemnified party, except to the extent otherwise provided in the next sentence. If the indemnifying party elects to conduct the defense of such claim, the indemnified party shall cooperate with the indemnifying party in connection therewith and shall be entitled to participate in the defense thereof and to appoint counsel for that purpose, except that the Indemnitor cost of any such participating counsel shall be solely for the account of the indemnified party and the indemnifying party shall have no responsibility therefor. So long as the indemnifying party is prejudiced as a result contesting any such claim in good faith in accordance with the foregoing requirements, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party may pay or settle any such claim at any time, provided that the indemnified party waives any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within 15 days; after the receipt of the indemnified party's notice of any such claim that it elects to undertake the defense of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafterclaim, the Indemnitor indemnified party shall have, at its election, have the right to defend, settle or compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by claim in the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld)exercise of its exclusive discretion; provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge indemnifying party shall have the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or participate in the defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost expense. The indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and expenseany defense, of advisory counsel of its own choosingsettlement or compromise thereof and all related costs and expenses incurred by the indemnified party or, in the alternative, such amounts may be deducted from any sum under this Lease or otherwise to due the indemnifying party from the indemnified party.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.76.10. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Notice and Defense. (a) OF THIRD-PARTY CLAIMS. If at any time a party entitled to indemnification hereunder (the “Indemnitee”) action, claim or proceeding shall receive notice be brought or asserted under this Article VI against an Indemnified Party in respect of which indemnity may be sought under this Article VI from an Indemnifying Party or any third party of any asserted Loss claimed to give rise to indemnification hereundersuccessor thereto, the Indemnitee Indemnified Person shall promptly give prompt written notice thereof (“Claims Notice”) of such action or claim to the party obligated to provide indemnification (Indemnifying Person who shall assume the “Indemnitor”) defense thereof, including the employment of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor Indemnifying Person and approved the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall have been advised in writing by such counsel that representation by the Indemnitee (which approval shall not unreasonably be withheld); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which same counsel is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effectinappropriate. In the event that the Indemnitor does so undertake to compromise and defend a claimIndemnifying Person, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending within ten business days after notice of any such liabilities action or claims. In additionclaim, fails to assume the defense thereof, the nondefending party Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or proceeding with counsel chosen by the Indemnifying Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article VI to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent (which shall not be unreasonably withheld), settle or compromise any action or claim or proceeding or consent to entry of any judgment with respect to any such action or claim except such that requires solely the payment of money damages by the Indemnifying Person and/or that includes an unconditional release by the claimant or the plaintiff of the Indemnified Person from all times be entitled to monitor liability in respect of such defense through the appointmentaction, at its own cost and expense, of advisory counsel of its own choosingclaim or proceeding.

Notice and Defense. (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.79.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and approved by the Indemnitee (which approval shall not unreasonably be withheld) (“Election Notice”); provided, however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. If Indemnitee incurs legal fees related to a Claim, prior to giving Indemnitor a Claims Notice and prior to Indemnitor giving Indemnitee an Election Notice, Indemnitor shall not be responsible for any legal fees incurred by Indemnitee prior to an Election Notice. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.