Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. No party against whom a claim of indemnity shall be made pursuant to Section 6.5 or 6.6 hereof (the “Indemnifying Party”) shall be liable thereunder unless the party making such claim (the “Claiming Party”) shall notify the Indemnifying Party of such claim promptly upon becoming aware of the existence or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.5 or 6.6 hereof, but in no event later than ten (10) business days after the service (or discovery, if later) of the claim against the Claiming Party. Upon such notice becoming effective hereunder, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation will handle and control the defense of such Loss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.5 and 6.6 hereof. In all cases, the party not handling and controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choice. the party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other party.

Notice and Opportunity to Defend. No Promptly after becoming aware of a third party against whom claim as to which a claim of indemnity shall be made pursuant Party is entitled to Section 6.5 or 6.6 hereof (the “Indemnifying Party”) shall be liable thereunder unless the party making indemnification under this Agreement, such claim Party (the “Claiming Party”) shall notify the other (the “Indemnifying Party”) of such claim. The failure or delay in providing such notice shall not relieve the Indemnifying Party of its obligations other than to the extent it was materially prejudiced by such claim promptly upon becoming aware of the existence failure or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.5 or 6.6 hereof, but in no event later than ten (10) business days after the service (or discovery, if later) of the claim against the Claiming Partydelay. Upon receipt of such notice becoming effective hereundernotice, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation will handle and control the defense of such Loss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss loss pursuant to Sections 6.4 and 6.5 and 6.6 hereof. In all cases, the party Party not handling and controlling such defense shall cooperate co‐operate in such defense and may, at its own expense, participate in such defense through counsel of its choice. the party The Party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other partyParty unless the settlement or disposition involves only the payment of monetary damages by that Party, in which event approval of the other Party shall not be required.

Notice and Opportunity to Defend. No party against whom a claim of indemnity shall be made pursuant to Section 6.5 6.6 or 6.6 6.7 hereof (the “Indemnifying Party”) shall be liable thereunder unless the party making such claim (the “Claiming Party”) shall notify the Indemnifying Party of such claim promptly upon becoming aware of the existence or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.5 6.6 or 6.6 6.7 hereof, but in no event later than ten (10) business days after the service (or discovery, if later) of the claim against the Claiming Party. Upon such notice becoming effective hereunder, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party party or Parties named as defendant in the subject litigation will handle and control the defense of such Loss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.5 6.6 and 6.6 6.7 hereof. In all cases, the party not handling and controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choice. the The party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other party, which shall not be unreasonably withheld.

Notice and Opportunity to Defend. No party against whom a claim of indemnity shall be made pursuant to Section 6.5 6.2 or 6.6 6.3 hereof (the “"Indemnifying Party”") shall be liable thereunder unless the party making such claim (the “"Claiming Party”") shall notify the Indemnifying Party of such claim promptly upon becoming aware of the existence or threatened existence of any Loss DAMAGE giving rise to, to or which may give rise to, to a claim of indemnity under Section 6.5 6.2 or 6.6 6.3 hereof, but in no event later than within ten (10) business days after of the service (or discovery, if later) of the claim against the Claiming PartyParty giving rise to or potentially giving rise to any such DAMAGE. Upon such notice becoming effective hereunder, the Indemnifying Party will handle and control the defense of such LossDAMAGE. If both Parties parties claim indemnification hereunder for the same Loss DAMAGE or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation FHP will handle and control the defense of such Loss DAMAGE pending final resolution of the Parties’ parties' respective claims for or with respect to indemnity hereunder. (At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties parties in the same manner as the Parties parties share ultimate liability for the underlying Loss DAMAGE pursuant to Sections 6.5 6.2 and 6.6 6.3 hereof. .) In all cases, the party not handling and the controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choicechoice reasonable acceptable to the defending party. the The party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other party.

Notice and Opportunity to Defend. No party against whom a claim of indemnity shall be made pursuant to Section 6.5 or 6.6 hereof (the “Indemnifying Party”) shall be liable thereunder unless the party making such claim (the “Claiming Party”) The Indemnified Party shall notify the Indemnifying Party of such claim promptly upon becoming aware of in writing (the existence or threatened existence of any Loss giving rise to, or which may give rise to, "Indemnity Demand Notice") within thirty (30) days after a claim of indemnity under Section 6.5 or 6.6 hereofis presented to the Indemnified Party, but in no event later than ten (10) business days after the service (or discovery, if later) of the claim against the Claiming Party. Upon such notice becoming effective hereunder, and the Indemnifying Party will handle and control may assume the defense of such Lossclaim at its sole expense. The notice shall contain (i) a copy of the claim, and (ii) if not stated in the claim, a good faith estimate of the amount in controversy under the claim (the -41- "Known Claim Amount"). If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation will handle and control does not assume the defense of the Indemnified Party or settle such Loss pending final resolution claim within thirty (30) days of the Parties’ respective claims for or with respect to indemnity hereunder. At date of the time receipt of the Indemnity Demand Notice, the Indemnified Party shall pay the expenses of such resolutiondefense, defense costs incurred pursuant and the Indemnified Party may settle or compromise such claim upon prior written notice to the preceding sentence Indemnifying Party without the Indemnifying Party's consent and the Indemnified Party shall be apportioned between entitled to reimbursement as provided in this Section 13. If the Parties in Indemnifying Party is a Seller and he or she does not assume the same manner defense of the Parent, as the Parties share ultimate liability for Indemnified Party, to settle the underlying Loss pursuant claim or settle the claim within thirty (30) days of the date of an Indemnity Demand Notice, then to Sections 6.5 and 6.6 hereof. In all cases, the party not handling and controlling extent the amount paid by the Parent as the Indemnified Party to defend or satisfy such defense shall cooperate in claim (the "Claim Settlement Amount") is less than the Escrow Amount as of the date such defense and may, at its own expense, participate in such defense through counsel of its choice. the party handling and controlling such defense shall not settle claim is satisfied or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval disposed of, then a portion of the other partyEscrow Amount equal to the Claim Settlement Amount shall become the property of the Sub free and clear of all liens or claims by the Shareholders.

Notice and Opportunity to Defend. No party against whom Promptly after becoming aware of a claim of indemnity shall be made pursuant Loss as to Section 6.5 or 6.6 hereof which a Party is entitled to indemnification under this Agreement, such Party (the “Indemnifying Party”) shall be liable thereunder unless the party making such claim (the “"Claiming Party”") shall notify the other (the "Indemnifying Party") of such Loss. The failure or delay in providing such notice shall not relieve the Indemnifying Party of its obligations other than to the extent it was materially prejudiced by such claim promptly upon becoming aware of the existence failure or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.5 or 6.6 hereof, but in no event later than ten (10) business days after the service (or discovery, if later) of the claim against the Claiming Partydelay. Upon receipt of such notice becoming effective hereundernotice, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Claiming Party or Parties named as defendant in the subject litigation will handle and control the defense of such the Loss against it, pending final resolution of the Parties’ ' respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.5 and 6.5, 6.6 or 6.7 hereof. In all cases, the party Party not handling and controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choice. the party handling and controlling such defense An Indemnifying Party shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter a Loss without the prior written approval of the other partyClaiming Party which approval shall not be unreasonably withheld, conditioned or delayed.