Common use of Notice and Defense Clause in Contracts

Notice and Defense. The party (KNE or TBI) seeking indemnification under the terms of this Article X (the "Indemnified Party") shall notify the Indemnifying Party of any Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actions, the Indemnifying Party shall have, at its election, the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosing.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE or TBI) seeking indemnification under collectively, the terms of this Article X (the "“Indemnified Party"”) shall notify give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party of any Claim whether or not resulting from action by a third party or parties, which gives rise to admits that it has an indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, obligation hereunder with respect to third party actionsthe Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s irrevocable agreement to pay directly all Claims incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall havenot affect the Indemnifying Party’s duties or obligations under this Article 6, at except and only to the extent that, as a result of such failure, a Party that was entitled to receive such notice was deprived of its electionright to recover any payment under its applicable insurance coverage or was otherwise actually damaged as a result of such failure. So long as the Indemnifying Party is defending the Third Party Claim actively and in good faith, the rightIndemnified Party shall not settle the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, but not for the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by use of the Indemnifying Party and approved by its representatives in defending any the Indemnified Party; providedThird Party Claim, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 at the expense of the Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingParty.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE or TBI) seeking indemnification under collectively, the terms of this Article X (the "“Indemnified Party"”) shall notify give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party of any Claim whether or not resulting from action by a third party or parties, which gives rise to admits that it has an indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, obligation hereunder with respect to third party actionsthe Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give, or unreasonable delay in giving, notice of the Third Party Claim shall havenot affect the Indemnifying Party’s duties or obligations under this Article 7, at its electionexcept to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending the Third Party Claim actively and in good faith, the rightIndemnified Party shall not settle the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, but not for the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by use of the Indemnifying Party and approved by its representatives in defending any the Indemnified Party; providedThird Party Claim, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdefense.

Notice and Defense. The party (KNE If a Buyer Indemnified Party or TBI) Seller Indemnified Party seeking indemnification under the terms of this Article X (the "Indemnified Party") shall desires to make a claim against a party for indemnification ("Indemnifying Party") under this Article 13 (or, in the case of a Buyer Indemnified Party, to have Losses in respect of a matter included for purposes of determining whether the Threshold Amount has been met or exceeded), the Indemnified Party will, within thirty (30) days after the Indemnified Party becomes aware of a claim by notice or knowledge, notify the Indemnifying Party in writing of any Claim whether claim or not resulting from action by demand as to which the Indemnified Party is entitled to claim indemnification (or, in the case of a Buyer Indemnified Party, of any claim or demand which the Buyer Indemnified Party intends to credit against the Threshold Amount), the section under this Agreement with respect to which such claim is being made and, to the extent known, the amount and circumstances surrounding such claim. In the event the claim is a third party claim against an Indemnified Party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of involves a notice of Claim, with respect to third party actionsclaim by or liability involving a Governmental Entity, the Indemnifying Party shall have, at have the right to employ counsel of its election, the right, but not the obligation, choice to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Partyclaim or demand; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to (i) the Indemnified Party's interests Party is kept informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall in all events have a the right to veto participate, at its own expense and through counsel selected by it, in the defense of any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business claim. If the conditions of the foregoing provisos are not met, if the positions of the Indemnified Party and the Indemnifying Party under the claim or any Affiliates of the Indemnified Party or increase the potential liability ofdemand are in conflict, or create a new liability forif the Indemnifying Party chooses not to control the defense, the Indemnified Party shall assume and control the defense of such third party claim or any Affiliates suit at the expense of the Indemnifying Party. The Indemnifying Party, or, if the conditions to the foregoing provisos are not met, the Indemnified Party andParty, provided further that shall have the right to pay, compromise or settle any such third party claim with the consent of the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in Party, which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times consent will not be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingunreasonably withheld.

Notice and Defense. The party (KNE If a Buyer Indemnified Party or TBI) Seller Indemnified Party seeking indemnification under the terms of this Article X (the "Indemnified Party") shall desires to make a claim against a party for indemnification ("Indemnifying Party") under this Article IX (or, in the case of a Buyer Indemnified Party, to have Damages in respect of a matter included for purposes of determining whether the Threshold Amount has been met or exceeded), the Indemnified Party will, within 15 days after the Indemnified Party -41- 48 receives notice of a claim, notify the Indemnifying Party in writing of any Claim whether claim or demand as to which the Indemnified Party is entitled to claim indemnification (or, in the case of a Buyer Indemnified Party, of any claim or demand which the Buyer Indemnified Party intends to credit against the Threshold Amount), and, to the extent known, the amount and circumstances surrounding such claim. The Indemnified Party's failure to provide such timely notice shall not resulting preclude the Indemnified Party from action seeking indemnification under this Article IX unless and to the extent the Indemnifying Party has been materially prejudiced by such delay. In the event the claim is a third party Action against an Indemnified Party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of involves a notice of Claim, with respect to third party actionsclaim by or liability involving a Governmental Entity, the Indemnifying Party shall have, at have the right to employ counsel of its election, the right, but not the obligation, choice to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Partyclaim or demand; provided, however, that any such compromise or defense shall be conducted in a manner which (i) the indemnified Party is reasonable kept fully informed of all developments and not contrary to is promptly furnished copies of all relevant papers; (ii) the Indemnified Party's interests Indemnifying Party promptly commences and diligently prosecutes the defense; and (iii) the Indemnified Party shall in all events have a the right to veto participate, at its own expense and through counsel selected by it, in the defense of any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business claim. If the conditions of the foregoing proviso are not met, if the positions of the Indemnified Party or any Affiliates of and the Indemnified Indemnifying Party or increase under the potential liability ofAction are in conflict, or create a new liability forif the Indemnifying Party chooses not to control the defense, the Indemnified Party or any Affiliates shall assume and control the defense of such third party Action at the expense of the Indemnified Party andIndemnifying Party. The Indemnifying Party, provided further that or, if the Indemnifying Party shall in all events indemnify conditions to the foregoing proviso are not met, the Indemnified Party and its Affiliates against any damage resulting from Party, shall have the manner in which such matter is compromised or defendedright to pay, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each settle any such third party agrees in all cases to cooperate claim with the party assuming written consent of the primary defense of any Claim and its other party, which consent will not be unreasonably withheld, conditioned or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdelayed.

Notice and Defense. The party (KNE If Buyer or TBI) Seller is seeking indemnification under (the terms of this Article X party seeking indemnification to be referred to as the "INDEMNIFIED PARTY") and desires to make a claim against the other party for indemnification (the "Indemnified PartyINDEMNIFYING PARTY") shall under this Article 8, the Indemnified Party shall, within 30 days after the Indemnified Party becomes aware of a claim by notice or knowledge, notify the Indemnifying Party in writing of any Claim whether claim or not resulting from action by demand as to which the Indemnified Party is entitled to claim indemnification, the section under this Agreement with respect to which such claim is being made and, to the extent known, the amount and circumstances surrounding such claim. In the event the claim is a third party claim against an Indemnified Party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of involves a notice of Claim, with respect to third party actionsclaim by or liability involving a governmental authority, the Indemnifying Party shall have, at have the right to employ counsel of its election, the right, but not the obligation, choice to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Partyclaim or demand; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to (i) the Indemnified Party's interests Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall in all events have a the right to veto participate, at its own undertaking and through counsel selected by it, in the defense of any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business claim. If the conditions of the Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability offoregoing proviso are not met, or create a new liability forif the Indemnifying Party chooses not to control the defense, the Indemnified Party shall assume and control the defense of such third party claim or any Affiliates suit at the expense of the Indemnifying Party. The Indemnifying Party, or, if the conditions to the foregoing proviso are not met, the Indemnified Party andParty, provided further that shall have the right to pay, compromise or settle any such third party claim with the consent of the Indemnifying Party Party, which consent shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times not be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingunreasonably withheld.

Notice and Defense. The party Within sixty (KNE 60) days after a Party or TBI) seeking indemnification under Parties to be indemnified (whether one or more, the terms of this Article X (the "“Indemnified Party"”) shall notify the Indemnifying Party receives notice of any Claim whether covered by Section 8.02 or not resulting 8.03, as the case may be, the Indemnified Party shall, if an Indemnification Claim in respect thereof is to be made pursuant to Section 8.02 or 8.03, notify the Party from action by a third party or parties, which gives rise to whom indemnification hereunder. Notice is sought (the “Indemnifying Party”) in writing of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actions, the Indemnifying Party shall have, at its election, the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, that “notice” as used in this Section shall mean either (i) actual knowledge of a claim; or (ii) when the Party should have known of such Claim. It is further 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 8.02 or 8.03, except to the extent of any material detriment suffered by the Indemnifying Party as a result of such compromise failure. The amount of each Indemnification Claim , together with a list identifying each separate item of loss, liability, damage, cost or defense expense to the extent known, shall be conducted set forth in a manner the Indemnification Claim notice delivered to the Indemnifying Party. In the event that an Indemnification Claim arises out of or results from Claims of Third parties or Governmental Authorities, the Indemnifying Party may at its option undertake the defense thereof by counsel or representatives chosen by it which is reasonable and not contrary are reasonably acceptable to the Indemnified Party's interests . The Indemnifying Party may select the same counsel, in is sole discretion, to represent both the Indemnifying Party and Indemnified Party, and in such case, the Parties will waive any actual or potential conflict of interest from such representation. The Indemnifying Party shall have the sole right to compromise or settle any such Claim if (i) 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 the Indemnified 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 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 Indemnified Party or any Affiliates defense of such Claim and shall cooperate in the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim such Claim, including making its officers, directors, employees and Records available for use in defending against such Claim, and shall take those commercially reasonable actions within its or his counsel in the compromise of or defense of power which are necessary to preserve any Claim. In addition, the non-defending party shall at all times be entitled legal defenses to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingmatters.

Notice and Defense. The party Person or Persons seeking to be indemnified (KNE collectively, the “Indemnified Party”) shall provide the Party or TBIParties from whom indemnification is sought (collectively, the “Indemnifying Party”) seeking indemnification with written notice of the Third Party Claim promptly after its receipt of service or other notice in respect thereof. Failure to provide notice of the Third Party Claim shall not affect the Indemnifying Party’s duties or obligations under the terms of this Article X (6, except to the "Indemnified Party") shall notify extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party may undertake and control the defense of any Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Third Party Claim, by representatives chosen by it, if the Indemnifying Party admits that it has an indemnification obligation hereunder with respect to third party actionsthe Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties, assessments and other Liabilities incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. If the Indemnifying Party assumes the defense of the Third Party Claim in accordance with this Section 6.3(a), the Indemnified Party nonetheless shall havehave the right to participate in the defense of the Third Party Claim and to employ counsel, at its electionown expense, separate from the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen employed by the Indemnifying Party. So long as the Indemnifying Party is defending the Third Party Claim actively and approved by in good faith, the Indemnified Party; providedParty shall not settle the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, however, that any such compromise conditioned or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests delayed). The Indemnifying Party and the Indemnified Party shall make available to the other or its representatives all records and other materials reasonably required, and in all events have a right to veto any the possession or under the control of such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business party, for the use of the Indemnified other and its representatives in defending the Third Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party Claim and shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner other respects give reasonable cooperation in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdefense.

Notice and Defense. The party or parties to be indemnified (KNE whether one or TBI) seeking indemnification under the terms of this Article X (more, the "Indemnified Party") shall notify give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any such Claim prior to the expiration of the survival period to which the Claim relates, and the Indemnifying Party of shall undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 13, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actionsactively and in good faith, the Indemnifying Party shall have, at its election, have the right, but not the obligation, right to compromise or defend any settle such matter at Claim in its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party anddiscretion, provided further that the Indemnifying Party shall in all events indemnify not, without the written consent of the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised Party, settle or defended, including any failure to pay compromise any Claim while such litigation is pending. If or consent to the Indemnifying Party entry of any judgment which does undertake not include as an unconditional term thereof the giving by the claimant or the plaintiff to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of a release from all Liability in respect of such Claim. If there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to retain its intention own counsel to do sodefend against the portion of the Claim not involving monetary relief, and the cost of such counsel shall be an Expense of the Indemnifying Party. Each party agrees The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in all cases to cooperate with the party assuming possession or under the primary defense control of any Claim the Indemnified Party, for the use of the Indemnifying Party and its or his counsel representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. An Indemnified Party includes any Unit Recipient who has received Units pursuant to the compromise of or defense of transactions contemplated by this Agreement, and any Claim. In addition, the non-defending party such Person shall at all times be entitled to monitor enforce a Claim for indemnification hereunder in such defense through the appointment, at its or his Person's own cost and expense, of advisory counsel of its or his own choosingright.

Notice and Defense. The Promptly upon receipt by either Seller or Buyer of notice of the assertion of any claim in respect to which indemnity may be sought against the other party (KNE or TBI) seeking indemnification under the terms of this Article X (the "Indemnified PartyINDEMNIFYING PARTY") pursuant to this Section 13 that party (the "INDEMNIFIED PARTY") shall notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, and the payment of all expenses. The failure of any Claim whether or Indemnified Party to give timely notice hereunder shall not resulting from action by a third party or parties, which gives rise affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. Notice The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such Claim must counsel shall be given during the Indemnity Period. Upon receipt expense of a notice the Indemnified Party unless (a) the Indemnifying Party has agreed to pay such fees and expenses, (b) the Indemnifying Party shall have failed to assume the defense of Claimsuch action or proceeding and has failed to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified and Indemnifying Party, with respect and the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to third party actionsthe Indemnified Party which are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall havenot have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at its electionany time for the Indemnified Party, which firm shall be designated in writing by the rightIndemnified Party). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the judgment or proposed settlement (a) includes an unconditional release of all liability of each Indemnified Party with respect to such claim, but not (b) involves only the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen payment of money damages that are fully covered by the Indemnifying Party and approved by (c) does not impose an injunction or other equitable relief upon the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the . The Indemnifying Party shall not be liable for any settlement of any such action or proceeding affected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised action or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defendproceeding, the Indemnifying Party shall notify indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its such settlement or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingjudgment.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE collectively, the “Indemnified Party”) shall give the Party or TBIParties from whom indemnification is sought (collectively, the “Indemnifying Party”) seeking indemnification prompt written notice of the Third Party Claim. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duties or obligations under the terms of this Article X (10, except to the "Indemnified Party") shall notify extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party may undertake and control the defense and/or settlement of any Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Third Party Claim, with respect to third party actions, the Indemnifying Party shall have, at its election, the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel by representatives chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary reasonably acceptable to the Indemnified Party's interests , if the Indemnifying Party admits that it has an indemnification obligation hereunder with respect to the Third Party Claim, in which case such admission shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the Indemnified Party 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 prior written consent of the Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability ofParty, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify may undertake the Indemnified defense of the Third Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pendingwithout admitting that it has an indemnification obligation hereunder. If the Indemnifying Party does undertake undertakes the defense of the Third Party Claim, then the Indemnified Party shall have the right to compromise or defend, participate in the defense of the Third Party Claim at its own expense. So long as the Indemnifying Party shall notify is defending the Third Party Claim actively and in good faith pursuant to this Section 10.3(a), the Indemnified Party shall not compromise or settle, or consent to the entry of its intention to do so. Each party agrees in all cases to cooperate a judgement with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In additionrespect to, the non-defending party shall at all times be entitled to monitor such defense through Third Party Claim without the appointment, at its or his own cost and expense, prior written consent of advisory counsel of its or his own choosingthe Indemnifying Party.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE or TBI) seeking indemnification under collectively, the terms of this Article X (the "“Indemnified Party"”) shall notify give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party of any Claim whether or not resulting from action by a third party or parties, which gives rise to admits that it has an indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, obligation hereunder with respect to third party actionsthe Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall havenot affect the Indemnifying Party’s duties or obligations under this Article 6, at its election, except to the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending the Third Party Claim actively and approved by the Indemnified Party; providedin good faith, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 not settle the Indemnified Third Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosing.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE or TBIcollectively, the “Indemnified Party”) seeking shall give the Party from whom indemnification under the terms of this Article X is sought (the "Indemnified “Indemnifying Party"”) shall notify prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by the Indemnifying Party, if the Indemnifying Party of any Claim whether or not resulting from action by a third party or parties, which gives rise to admits that he has an indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, obligation hereunder with respect to third party actionsthe Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duties or obligations under this Article 10, except to the extent the Indemnifying Party is materially prejudiced thereby. So long as the Indemnifying Party is defending the Third Party Claim actively and in good faith, the Indemnifying Party shall havenot settle the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or his representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, at its election, for the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by use of the Indemnifying Party and approved by his, her or its representatives in defending the Indemnified Party; providedThird Party Claim, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdefense.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE collectively, the “Indemnified Party”) shall give the Party or TBIParties from whom indemnification is sought (collectively, the “Indemnifying Party”) seeking indemnification prompt written notice (and in any event written notice delivered within ten (10) Business Days after the receipt of service or other notice of the commencement of any Litigation) of the Third Party Claim, together with a copy of all papers served, if any. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duties or obligations under the terms of this Article X (IX, except to the "Indemnified Party") shall notify extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party assumes the defense of any the Third Party Claim whether actively and in good faith, the Indemnified Party shall have no right to settle or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such otherwise compromise the Third Party Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actions, and the Indemnifying Party shall havenot be responsible hereunder for fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, at except to the extent a conflict of interest exists between the Indemnified Party and the Indemnifying Party, in which case the Indemnifying Party shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Indemnified Party therefor. The Indemnified Party shall make available to the Indemnifying Party or its electionrepresentatives all records and other materials reasonably requested by them and in the possession or under the control of the Indemnified Party, for the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by use of the Indemnifying Party and approved by the Indemnified Party; providedits representatives in defending any Third Party Claim, however, that any and shall in other respects give reasonable cooperation in such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the defense. The Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointmentparticipate, at its or his own cost and expense, in the defense of advisory counsel of its or his own choosingthe Third Party Claim.

Notice and Defense. The party to be indemnified (KNE or TBI) seeking indemnification under the terms of this Article X (the "Indemnified Party") shall notify give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Third Party Claim (and in any event within thirty (30) business days), including a brief description of the Third Party Claim, the facts giving rise to the Third Party Claim and a reasonable estimate of the amount of the Third Party Claim, to the extent known at the time such notice is delivered. In the event that the Indemnified Party fails promptly to provide such written notice, the Indemnified Party shall lose any right it may have to be indemnified under this Agreement for such Third Party Claim only to the extent that the defense of such claim has been materially prejudiced by such delay. The Indemnifying Party of any Claim whether or not resulting from action may undertake the defense thereof by a third party or partiesrepresentatives chosen by it, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actions, provided that counsel selected by the Indemnifying Party shall have, at its election, the right, but not the obligation, be reasonably acceptable to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defendundertakes the defense of a Third Party Claim, then the Indemnifying Party shall notify be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of its intention to do so. Each party agrees in all cases to cooperate with the party assuming Indemnified Party, for the primary defense use of any Claim the Indemnifying Party and its or his counsel representatives in the compromise of or defense of defending any such Third Party Claim. In addition, the non-defending party and shall at all times be entitled to monitor in other respects give reasonable cooperation in such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdefense.

Notice and Defense. The OF THIRD-PARTY CLAIMS. Promptly following the earlier of (i) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (KNE or TBIii) seeking indemnification under receipt of information from a third party alleging the terms existence of this Article X (the "a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a ") THIRD-PARTY CLAIM"), the Indemnified Party shall notify give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 4.06 shall not relieve the Indemnifying Party of any Claim whether or not resulting from action its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by a third party or parties, which gives rise such failure to indemnification hereundergive notice. Notice Within 15 days after receipt of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actionsnotice, the Indemnifying Party shall havemay (i) by giving written notice thereof to the Indemnified Party, acknowledge liability for such indemnification claim and at its election, option elect to assume the right, but not the obligation, to compromise or defend any defense of such matter Third-Party Claim at its sole cost and expense through or (ii) object to the claim for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 4.06; provided that if the Indemnifying Party does not within such 15-day period give the Indemnified Party written notice objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim. If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by counsel chosen retained by the Indemnifying Party and approved reasonably satisfactory to the Indemnified Party, provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at the Indemnified Party's sole cost and expense; and (y) the Indemnifying Party may settle or compromise the Third-Party Claim without the prior written consent of the Indemnified Party so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying -16- Party does not assume the defense of a Third-Party Claim for which it has acknowledged liability for indemnification hereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, for which the Indemnified Party is entitled to be indemnified hereunder, plus its reasonable expenses of investigation, reasonable attorneys' fees and its Affiliates reasonable out-of-pocket expenses incurred in defending against any damage resulting from such Third-Party Claim, within 15 days after such Third-Party Claim has been Finally Determined, in the manner in case of an indemnity claim as to which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake has acknowledged liability or, in the case of any indemnity claim as to compromise or defend, which the Indemnifying Party shall notify the Indemnified has not acknowledged, or has objected to, liability, within 15 days after it has been Finally Determined that such Indemnifying Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosinghas liability hereunder.

Notice and Defense. The party Party or Parties seeking to be indemnified (KNE whether one or TBI) seeking indemnification under the terms of this Article X (more, the "Indemnified Party") shall notify give the Party or Parties from whom indemnification is sought (whether one or more, the "Indemnifying Party Party") prompt written notice (and in any event written notice delivered within ten (10) calendar days after the receipt of service or other notice of the commencement of any Claim suit, action or arbitration proceeding) of any claim for Damages whether or not resulting from action brought by a third party (a "Third Party Claim") or partiesotherwise, which gives rise to indemnification hereunder. Notice and such notice shall specify in reasonable detail (i) the factual basis for such claim and (ii) the amount of such Claim must be given during the Indemnity Periodclaim (if then known). Upon receipt of a notice of Claim, with respect to third party actions, the The Indemnifying Party shall havehave the right, at its election, the right, but not the obligationown cost, to compromise or defend participate jointly in the defense of any such matter at its sole cost Third Party Claim or demand, and expense may elect to take over the defense of such Third Party Claim or demand through counsel chosen of its own choosing reasonably acceptable to the Indemnified Party by so notifying the Indemnifying Indemnified Party and approved by within thirty (30) days of receipt of the Indemnified Party's notice of such Third Party Claim or demand; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to if the Indemnified Party is a Purchaser Indemnified Party's interests , the Indemnifying Party may not take over the defense of such Third Party Claim without the written consent of the Purchaser Indemnified Party (which consent may be withheld for any reason) if the Third Party Claim involves or reasonably could involve Damages in excess of the amounts then in the Escrow Account and Parent or Purchaser has given the Indemnifying Party written notice of such determination. During such thirty (30) day period, the Indemnified Party shall in all events have make such filings, including motions for continuance (and answers if a right motion for continuance has not been granted), as may be necessary to veto preserve the parties' positions and rights with respect to such claim or demand. Failure to give notice of any such compromise Claim shall not affect the Indemnifying Party's duties or defense obligations under this Article 9, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand for which it is unreasonable indemnified without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or which would jeopardize in conditioned). The Indemnifying Party shall not settle, compromise, discharge or otherwise admit to any material respect liability for any assets claim or business demand without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the decision of Parent, made in good faith, that any Affiliates such settlement would cause material damage to the reputation of any MLB Entity shall not be considered unreasonable). The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party or increase Party, for the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates use of the Indemnified Party and, provided further that the Indemnifying Party and its representatives in defending any the Third Party Claim, and shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner other respects give reasonable cooperation in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claimdefense. In additionthe case of a claim for indemnification under Section 9.2, any notice to be delivered pursuant to this Section 9.4(a) shall be deemed to be given if delivered to the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingSellers' Representative.

Notice and Defense. The party or parties to be indemnified (KNE whether one or TBImore, the “Indemnified Party”) seeking shall give the party from whom indemnification under the terms of this Article X is sought (the "Indemnified “Indemnifying Party"”) shall notify the Indemnifying Party prompt written notice of any Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the Indemnity Period. Upon receipt of a notice of Claim, with respect to third party actions, and the Indemnifying Party shall haveundertake the defense, at its electioncompromise or settlement thereof by representatives chosen by it. In all matters concerning the Shareholders, the rightShareholders’ Agent shall give and receive notice and otherwise act in all respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, but not except to the obligation, to compromise or defend extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such matter at Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its sole cost representatives all records and expense through counsel chosen other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and approved its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. The final determination of such third party Claim, including all related costs and expenses, will be binding and conclusive upon the parties to this Agreement as to the validity or invalidity, as the case may be, of such third party Claim. Any costs of the Indemnifying Party ordered to be paid by, or recovered from, any such third party as a result of such third party Claim will be assigned by the Indemnified Party; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary Party to the Indemnified Party's interests and the Indemnified Party 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 Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, or create a new liability for, the Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify which undertook the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its intention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its or his own choosingdefense.