Common use of Notice and Defense Clause in Contracts

Notice and Defense. The party to be indemnified ("Indemnified Party") shall 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 may undertake the defense thereof by representatives chosen by it, provided that counsel selected by the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") shall will 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, and 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 may will 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 8, provided except (i) to the extent the Indemnifying Party is prejudiced thereby and (ii) that counsel selected by the Indemnifying Party shall not be reasonably acceptable liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party. If 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Indemnified Party undertakes the defense of relating to a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to such Third Party third-party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faithClaim, 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give use its reasonable cooperation best efforts to cooperate in such defense. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle or compromise any Claim or consent to the entry of any judgment which does not include a full release of all of the Indemnified Parties from all Liability in respect of such Claim.

Notice and Defense. The party Within sixty (60) days after a Party or Parties to be indemnified ("whether one or more, the “Indemnified Party"”) shall give receives notice of any Claim covered by Section 8.02 or 8.03, as the party 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 whom indemnification is sought (the "“Indemnifying Party"”) prompt written notice in writing of such Claim; 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 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 liability which it may have to the Third Indemnified Party Claim and a reasonable estimate of the amount of the Third Party Claimpursuant to Section 8.02 or 8.03, except to the extent known at of any material detriment suffered by the time Indemnifying Party as a result of such failure. The amount of each Indemnification Claim , 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 Indemnification Claim notice is delivereddelivered 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 are reasonably acceptable to 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 delayParty. The Indemnifying Party may undertake select the defense thereof 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 representatives chosen by itthe Indemnifying Party, provided that counsel selected by and shall provide a full release to the Indemnified Party, and (ii) the Indemnifying Party shall be reasonably acceptable fully capable of performing its obligations pursuant to Indemnified Partysuch settlement or disposition. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the The Indemnifying Party shall be deemed have the right to accept that it has an indemnification obligation under this Section 9.3 compromise or settle all other such Third-Party Claims 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 prior written consent of the Indemnified Party, for the use 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 Claim, including making its representatives officers, directors, employees and Records available for use in defending any against such Third Party Claim, and shall in other respects give take those commercially reasonable cooperation in actions within its power which are necessary to preserve any legal defenses to such defensematters.

Notice and Defense. The Whenever any Loss shall arise which is subject to indemnification hereunder, the party entitled to be indemnified indemnification (the "Indemnified Party") shall give promptly notify the other 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 ClaimLoss and, when known, the facts constituting the basis for such Loss. In the event of any Loss giving rise to a claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Third notice to the Indemnifying Party Claim and a reasonable estimate of shall specify, if known, the amount of the Third Party Claim, to the extent known at the time such notice is deliveredpotential liability arising therefrom. In the event that the Indemnified Party fails promptly to provide such written notice, the The Indemnified Party shall lose not settle or compromise any right claim by a third party for which it may is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) unless suit shall have to be indemnified under this Agreement for such Third been entered against it and the Indemnifying Party Claim only to the extent that the defense shall not have taken control of such claim has been materially prejudiced by suit after notification thereof as provided in this Section 9.3. If a firm written offer (which contains appropriate releases) is made to settle any such delay. The Indemnifying Party may undertake the defense thereof by representatives chosen by it, provided that counsel selected by third party (i) the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claimexcused from, then the Indemnifying Party shall 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 be solely responsible for, all further defense of such Third Party Claim. The Indemnified Party shall make available to third party claim or legal proceeding; and (ii) the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party, for the use maximum liability of the Indemnifying Party and its representatives in defending any relating to such Third Party Claim, and third party claim or legal proceeding shall in other respects give reasonable cooperation in such defensebe the amount of the proposed settlement.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") shall 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 prior to the expiration of the Third Party Claimsurvival period to which the Claim relates, and 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 may will 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 , provided that counsel selected by except to the extent the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to such Third Party Claimis prejudiced thereby. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnifying Party shall have the right to settle such Claim in its sole discretion, provided that the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party shall not settle of a release from all Liability in respect of 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense. An Indemnified Party includes any Branch partner who has received Units or Shares pursuant to the transactions contemplated by this Agreement, and any such Person shall be entitled to enforce a Claim for indemnification hereunder in such Person's own right.

Notice and Defense. The obligation of the Shareholders and AVS with respect to their respective indemnities hereunder resulting from any claim or other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the following terms and conditions: (i) The party to be indemnified seeking indemnification hereunder (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Third Party Claim to the party from whom indemnification is sought hereunder (and in any event the "Indemnifying Party") within thirty (30) business days)a reasonable time after the Indemnified Party receives notice thereof; provided, including a brief description of however, the failure to give notice timely shall not affect the Indemnifying Party's obligation hereunder except to the extent that such failure prejudices the Indemnifying Party or its ability to defend or reduce the Loss relating to such Third Party Claim. (ii) The Indemnifying Party shall have the right to undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the facts giving rise to the Third Party Claim and a reasonable estimate defense or settlement of the amount of the any such Third Party Claim, to the extent known at the time such notice is delivered. . (iii) In the event that the Indemnifying Party shall have the right to undertake the defense of any Third Party Claim, but shall fail to notify the Indemnified Party fails promptly within ten (10) days of receipt of the notice that it has elected to provide undertake such written noticedefense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the Indemnified Party shall lose have the right to undertake the defense, compromise or settlement of such claim, with counsel reasonably acceptable to the Indemnifying Party. (iv) Neither party shall settle any right it may have to be indemnified under this Agreement for such Third Party Claim only to without the extent that prior written consent of the defense of such other party, which consent shall not be unreasonably withheld or delayed. In the event in connection with any civil claim has been materially prejudiced by such delay. The Indemnifying Party may undertake the defense thereof by representatives chosen by it, provided that counsel selected by (not involving any criminal responsibility or civil theft) the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any Third Party Claim (which settlement offer shall be reasonably acceptable include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party. If Party of a release from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an for indemnification obligation under this Section 9.3 hereunder with respect to such Third Party Claim. So long as Claim shall not exceed 37 the Indemnifying settlement amount included in said bona fide settlement offer, and the Indemnified Party is defending any shall either assume the defense of 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 or pay the Indemnifying Party or its representatives all records Party's attorneys fees and other materials reasonably required by them and out of pocket costs incurred thereafter in continuing the possession or under defense of such claim. (v) Regardless of which party is conducting the control defense of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, the other party, with counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the party conducting the defense of any such claim and its counsel shall in any case keep the other respects give reasonable cooperation in party and its counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each party shall provide to the other party such defenserecords, books, documents and other materials as shall reasonably be necessary for such party to conduct or evaluate the defense of any Third Party Claim and will generally cooperate with respect to any matters relating thereto. (vi) Notwithstanding the foregoing, the Indemnified Party shall have the right to pursue any appeal from the trial court at the cost of the Indemnifying Party with counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party.

Notice and Defense. The party Party or Parties seeking to be indemnified ("collectively, the “Indemnified Party"”) shall give the party Party or Parties from whom indemnification is sought (collectively, the "“Indemnifying Party"”) prompt written notice of any such the Third Party Claim. 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. The Indemnifying Party may undertake and in any event within thirty (30) business days), including a brief description control the defense and/or settlement of the Third Party Claim, by representatives chosen by the facts giving rise Indemnifying Party and reasonably acceptable to the Third Indemnified Party, if the Indemnifying Party Claim and a reasonable estimate of the amount of 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 extent known at the time such notice is delivered. In the event that prior written consent of the Indemnified Party fails promptly to provide such written noticeParty, 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 may undertake the defense thereof by representatives chosen by it, provided of the Third Party Claim without admitting that counsel selected by the Indemnifying Party shall be reasonably acceptable to Indemnified Partyit has an indemnification obligation hereunder. If the Indemnifying Party undertakes the defense of a the Third Party Claim, then the Indemnifying Indemnified Party shall be deemed have the right to accept that it has an indemnification obligation under this Section 9.3 with respect to such participate in the defense of the Third Party ClaimClaim at its own expense. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faithfaith pursuant to this Section 10.3(a), the Indemnified Party shall not settle such compromise or settle, or consent to the entry of a judgement with respect to, the Third Party Claim. The Indemnified Party shall make available to Claim without the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party, for the use prior written consent of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defenseParty.

Notice and Defense. The obligations of the PKI Solutions Shareholders and Leon Xxxrs hereunder with respect to their respective indemnities pursuant to this Section 14,13, resulting from any claim or other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the following terms and conditions: (1) the party to be indemnified seeking indemnification hereunder (the "Indemnified Party") shall give written notice (a "Claim Notice") of any such Third Party Claim(s) to the party from whom indemnification is sought hereunder (the "Indemnifying Party") prompt written within a reasonable time after the Indemnified Party receives notice thereof; provided, however, that the failure to give notice timely shall not affect the Indemnifying Party's obligations hereunder except to the extent that such failure prejudices the Indemnifying Party or its ability to defend such Third Party Claim(s); (2) the Indemnifying Party shall have the right to undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such Third Party Claim Claim(s); (and 3) in any the event that the Indemnifying Party shall fail to notify the Indemnified Party within thirty ten (3010) business days), including a brief description days of receipt of the Claim Notice that it has elected to undertake such defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the Indemnified Party shall have the right to undertake the defense, compromise, or settlement of such claim, with counsel reasonably acceptable to the Indemnifying Party; and (4) neither Party shall settle any Third Party Claim, Claim(s) without the facts giving rise to the Third Party Claim and a reasonable estimate prior written consent of the amount of the Third Party Claimother party, to the extent known at the time such notice is deliveredwhich consent shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party submits to the Indemnified Party fails promptly a bona fide settlement offer from the third party claimant of any Third Party Claim(s) (which settlement offer shall include as an unconditional term thereof the giving by the claimant or the plaintiff to provide such written notice, the Indemnified Party shall lose any right it may have of a release from all liability in respect of such claim) and the Indemnified Party refuses to be indemnified under this Agreement for consent to such Third Party Claim only settlement, then thereafter the Indemnifying Party's liability to the extent that the defense of such claim has been materially prejudiced by such delay. The Indemnifying Indemnified Party may undertake the defense thereof by representatives chosen by it, provided that counsel selected by the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an for indemnification obligation under this Section 9.3 hereunder with respect to such Third Party Claim. So long as Claim(s) shall not exceed the settlement amount included in such bona fide settlement offer, and the Indemnified Party shall either assume the defense of such Third Party Claim(s) or pay the Indemnifying Party Party's attorneys fees and other out of pocket costs incurred thereafter in continuing the defense of such claim. Regardless of which party is defending conducting the defense of any such Third Party Claim actively Claim(s), the other party, with counsel or other representatives of its own choosing and in good faithat its sole cost and expense, shall have the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnified Party and their respective counsel or other representatives shall not settle cooperate with respect to such Third Party Claim. The Indemnified Party claim, and the party conducting the defense of any such claim and its counsel shall make available in any case keep the other party and its counsel (if any) fully informed as to the Indemnifying Party or its representatives all records status of any claim and any matters relating thereto. Each party shall provide to the other party such records, books, documents, and other materials as shall reasonably required by them and in be necessary for such party to conduct or evaluate the possession or under the control defense of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, Claim(s) and shall in other respects give reasonable cooperation in such defensewill generally cooperate with respect to any matters relating thereto.

Notice and Defense. The party or parties to be indemnified ------------------ (whether one or more, the "Indemnified Party") shall will 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, and 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 may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party's duty or obligations under this Article X, provided that counsel selected by except to the extent the Indemnifying Party shall be reasonably acceptable to Indemnified Partyis prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 Article X with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party Party or Parties seeking to be indemnified ("collectively, the “Indemnified Party"”) shall give the party Party or Parties from whom indemnification is sought (collectively, the "“Indemnifying Party"”) prompt written notice of any such Third Party Claim (and in any event written notice delivered within thirty ten (3010) business days), including a brief description 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 facts giving rise to the Third Party Claim and a reasonable estimate of the amount defense and/or settlement 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 may undertake the defense thereof 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 this Article IX, provided that counsel selected by except to the extent the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to such Third Party Claimis prejudiced thereby. So long as the Indemnifying Party is defending any such assumes the defense of the Third Party Claim actively and in good faith, the Indemnified Party shall have no right to settle or otherwise compromise the Third Party Claim and the Indemnifying Party shall not settle be responsible hereunder for fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, 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 representatives all records and other materials reasonably required requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense. The Indemnified Party shall be entitled to participate, at its own expense, in the defense of the Third Party Claim.

Notice and Defense. The party to be indemnified parties seeking indemnification (the "Indemnified PartyParties") shall give notify the party from whom indemnification is sought other parties (the "Indemnifying PartyParties") prompt written notice of any such Third Party Claim (asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder. Thereafter, the Indemnifying Parties shall have, at their election, the right to compromise or defend any such matter at their sole cost and expense through counsel chosen by the Indemnifying Parties and approved by the Indemnified Parties; provided, however, that any such compromise or defense shall be conducted in a 103 manner which is reasonable and not contrary to the interests of the Indemnified Parties and the Indemnified Parties shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any event within thirty (30) material respect any assets or business days)of the Indemnified Parties or any of its Affiliates or increase the potential liability of, or create a new liability for, the Indemnified Parties or any of its Affiliates, and provided further, that the Indemnifying Parties shall in all events indemnify the Indemnified Parties and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including a brief description of the Third Party Claim, the facts giving rise any failure to the Third Party Claim and a reasonable estimate of the amount of the Third Party Claim, to the extent known at the time pay any such notice claim while such litigation is deliveredpending. In the event that the Indemnified Party fails promptly Indemnifying Parties do so undertake to provide such written noticecompromise and defend, the Indemnifying Parties shall notify the Indemnified Party Parties of their intention to do so. Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall lose at all times be entitled to monitor such defense through the appointment, at their own cost and expense, of advisory counsel of their own choosing. In connection with 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 may undertake the defense thereof by representatives chosen by it, provided that counsel selected by the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation proceeding 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 faith10, the Indemnified Party DEL Partnerships, the 104 La Salle Partnerships, G-LLC and the Stockholders shall not settle each be obligated to appoint a representative to act on their behalves in connection with any discussions or other interaction with each other. Each party in all events shall be entitled to deal solely with the representative so appointed. If no such Third Party Claim. The Indemnified Party representative is appointed and one party receives conflicting demands or notices from the other, the receiving party shall make available be entitled to conduct its own defense of any asserted liability, damage, cost and expense and to seek reimbursement and indemnity from the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defenseparty as provided herein.

Notice and Defense. The party or parties to be indemnified ("whether one or more, the “Indemnified Party"”) shall 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, and 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 Indemnifying 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 may undertake the defense defense, compromise or settlement thereof by representatives chosen by it. In all matters concerning the Shareholders, provided that counsel selected by the Shareholders’ 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, except to the extent the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to such Third Party Claimis prejudiced thereby. 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense. The final determination of such third party Claim, including all related costs and expenses, will be binding and conclusive upon the parties to this Agreement as to the validity or invalidity, as the case may be, of such third party Claim. Any costs of the Indemnifying Party ordered to be paid by, or recovered from, any such third party as a result of such third party Claim will be assigned by the Indemnified Party to the Indemnifying Party which undertook the defense.

Notice and Defense. The obligations of the BCA Shareholders and Millennium hereunder with respect to their respective indemnities pursuant to this Section 12, resulting from any claim or other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the following terms and conditions: (1) the party to be indemnified seeking indemnification hereunder (the "Indemnified Party") shall give written notice (a "Claim Notice") of any such Third Party Claim(s) to the party from whom indemnification is sought hereunder (the "Indemnifying Party") prompt written within a reasonable time after the Indemnified Party receives notice thereof; provided, however, that the failure to give notice timely shall not affect the Indemnifying Party's obligations hereunder except to the extent that such failure prejudices the Indemnifying Party or its ability to defend such Third Party Claim(s); (2) the Indemnifying Party shall have the right to undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such Third Party Claim Claim(s); (and 3) in any the event that the Indemnifying Party shall fail to notify the Indemnified Party within thirty ten (3010) business days), including a brief description days of receipt of the Claim Notice that it has elected to undertake such defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the Indemnified Party shall have the right to undertake the defense, compromise, or settlement of such claim, with counsel reasonably acceptable to the Indemnifying Party; and (4) neither Party shall settle any Third Party Claim, Claim(s) without the facts giving rise to the Third Party Claim and a reasonable estimate prior written consent of the amount of the Third Party Claimother party, to the extent known at the time such notice is deliveredwhich consent shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party submits to the Indemnified Party fails promptly to provide such written notice, a bona fide settlement offer from the Indemnified Party shall lose third party claimant of 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 may undertake the defense thereof by representatives chosen by it, provided that counsel selected by the Indemnifying Party shall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified ------------------ (whether one or more, the "Indemnified Party") shall will 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, and 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 may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party's duty or obligations under this Article 7, provided that counsel selected by except to the extent the Indemnifying Party shall be reasonably acceptable to Indemnified Partyis prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 Article 7 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such 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 the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The obligations and liabilities of the Sellers, and the Buyer hereunder with respect to their respective indemnities pursuant to this Section 13, resulting from any claim or other assertion of liability by third parties (hereinafter, “Third Party Claims”), shall be subject to the following terms and conditions: (i) The party to be indemnified seeking indemnification hereunder ("the “Indemnified Party"”) shall 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 party from whom indemnification is sought hereunder (the “Indemnifying Party”) within 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 after the Indemnified Party fails promptly to provide such written noticereceives notice thereof; provided however, the Indemnified Party failure to give such notice timely shall lose any right it may have to be indemnified under this Agreement for such Third Party Claim only not affect the Indemnifying Party’s obligations hereunder except to the extent that the defense of such claim has been failure materially prejudiced by such delay. The Indemnifying Party may undertake the defense thereof by representatives chosen by it, provided that counsel selected by prejudices the Indemnifying Party shall be reasonably acceptable Party’s ability to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Section 9.3 with respect to defend such Third Party Claim. So long as the . (ii) The Indemnifying Party is defending any such Third Party Claim actively shall have the right to undertake, with counsel and in good faithother representatives of its own choosing and reasonably acceptable to the Indemnified Party, the Indemnified Party shall not settle defense or settlement of any such Third Party Claim. The Indemnified Party shall make available have the right in such circumstances to participate in such defense with its own counsel at its own cost, but if the use of counsel by the Indemnifying Party to defend such claim could reasonably be expected to give rise to a conflict of interest, the employment of separate counsel by the Indemnified Party shall be at the expense of the Indemnifying Party. (iii) In the event that the Indemnifying Party shall have the right to undertake the defense of any Third Party Claim, but shall fail to notify the Indemnified Party within ten (10) days of receipt of the notice that it has elected to undertake such defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim, with counsel reasonably acceptable to the Indemnifying Party, and at the cost of the Indemnifying Party. (iv) No party shall compromise or settle any Third Party Claim or its representatives all records and consent to the entry of any judgment with respect to any Third Party Claim, without the prior written consent of the other materials reasonably required by them and in the possession parties, which consent shall not be unreasonably withheld or under the control delayed. Any such settlement shall include as an unconditional term thereof a complete release of the Indemnified PartyParty and its officers, for directors, employees, agents and affiliates from all liability with respect to such claim. In the use of event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant with respect to any Third Party Claim, and its representatives the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party’s liability with respect to such Third Party Claim shall not exceed the settlement amount included in defending such settlement offer, and the Indemnified Party shall either assume the defense of such Third Party Claim at the Indemnified Party’s cost or pay the Indemnifying Party’s attorneys fees and out of pocket costs and expenses incurred thereafter in continuing the defense of such claim. Regardless of which party is conducting the defense of any such Third Party Claim, the other party, with counsel or other representatives of its own choosing, shall have the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the party conducting the defense of any such claim and its counsel shall in any case keep the other respects give reasonable cooperation in party and its counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each Party shall provide to the other party such defenserecords, books, documents and other materials as shall reasonably be necessary for such party to conduct or evaluate the defense of any Third Party Claim.