Common use of Notice, Etc Clause in Contracts

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends to assert a right to indemnification under this Agreement. With respect to a Claim by a third party against an indemnified party, the indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Claim. With respect to any such third party Claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner.

Notice, Etc. Each indemnified party Indemnitee agrees to give the indemnifying party Party ----------- prompt written notice of any actionClaim, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party Indemnitee intends to assert a right to indemnification under this Agreement. With respect ; provided, however, that failure to a Claim by a third party against an indemnified party, give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying party Party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition been prejudiced as a result of any Claimsuch failure. With respect to any such third party Claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the The indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party Party shall have the sole right (but not the obligation) to defend, settle or otherwise dispose of such Claim, any Claim for which the Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence on such terms as the indemnifying partyParty, in its sole discretion, shall deem appropriate. The appropriate if and so long as the indemnifying Party has recognized in a written notice to the Indemnitee its obligation to indemnify the Indemnitee for any Losses relating to such Claim, and at the indemnifying party's option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a nationally recognized reputable counsel acceptable to the Indemnitee; provided, that the indemnifying party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee, if the claim which the indemnifying party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi- criminal allegations, (iii) involves a claim to which the Indemnitee reasonably believes an adverse determination would be detrimental to or injure the Indemnitee's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Indemnitee, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend. If the indemnifying party is permitted to assume and control the defense and elects to do so, the Indemnitee shall have the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnitee shall be at the expense of the Indemnitee unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, or (ii) the indemnifying party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying party and the Indemnitee. If the Indemnifying Party shall control the defense of any such claim, the indemnifying Party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party Indemnitee would become subject to injunctive or other equitable relief or that could reasonably be expected to have a material adverse effect on the business of the indemnified party would be adversely affected Indemnitee in any nonmonetary manner.

Notice, Etc. Each indemnified party agrees (a) In order to assert an indemnification claim hereunder, the Indemnitee shall give the indemnifying party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that no delay or deficiency on the part of the Indemnitee in so notifying the indemnifying party shall relieve the indemnifying party of any obligation hereunder except to the extent the indemnifying party has been prejudiced by such delay or failure. With respect to a Claim claim by a third party against an indemnified partyIndemnitee (other than an Assumed Claim, to which Section 9.05(b) applies), the indemnifying party shall have the right to participate jointly with monitor the indemnified party in the indemnified party's Indemnitee’s defense, settlement or other disposition of any Claim. With respect to any such third party Claim claim relating solely to the payment of money damages and which will could not reasonably be expected to result in the indemnified party Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party Indemnitee in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party Indemnitee hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such ClaimClaim at the indemnifying party’s cost and using counsel reasonably satisfactory to the Indemnitee, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided that the indemnifying party must elect to assume the defense by providing written notice not more than 20 Business Days after its receipt of notice of the Claim. The indemnifying party shall obtain the written consent of the indemnified partyIndemnitee, which shall not be unreasonably withheldwithheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party would Indemnitee could reasonably be expected to become subject to injunctive or other equitable relief or the business of the indemnified party would Indemnitee could reasonably be expected to be adversely affected in any manner. If the indemnifying party assumes the defense of any Claim, it shall keep the Indemnitee reasonably advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Indemnitee with respect thereto. If the indemnifying party does not assume the defense of any Claim, the Indemnitee shall keep the indemnifying party reasonably advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the indemnifying party with respect thereto. Each party shall cooperate with the other in the defense of any Claim as reasonably requested by the other party, including by furnishing the other party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (b) Notwithstanding Section 9.05(a), with respect to any Claim by a third party against the Company for which the Company intends to rely on a right to indemnification under this Agreement, the Company shall, if so requested by the indemnifying party, (1) allow the indemnifying party to take sole conduct of the Claim in the name of the Company, and/or (2) use legal counsel selected by the indemnifying party in connection with any legal matters relating to the relevant Claim. If the indemnifying party intends to assume the conduct of any such Claim (an “Assumed Claim”) it must notify the Company within 20 Business Days of receiving notice of the Company’s intention to rely on its right of indemnification under this Agreement. The indemnifying party shall have the sole right to defend, settle or otherwise dispose of an Assumed Claim at the indemnifying party’s cost, and shall not be required to obtain the consent of the Company before taking any action (including making any payment) in respect of the Assumed Claim. The indemnifying party shall keep the Company reasonably advised of the status of the Assumed Claim and shall consider in good faith the recommendations of the Company with respect thereto. The Company must not admit any liability or make or agree to any payment or compromise in respect of any Assumed Claim without first obtaining the prior written consent of the indemnifying party.

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written If a UbiquiTel Indemnitee receives notice of any actionthird-party claim or commencement of any third-party action or proceeding (an "Asserted Liability") with respect to which the Xxxxx Stockholders are obligated to provide indemnification pursuant to this Agreement, claim, demand, discovery such UbiquiTel Indemnitee shall promptly give all Xxxxx Stockholders notice thereof. The failure of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends a UbiquiTel Indemnitee so to assert a right notify an Xxxxx Stockholder shall not cause any UbiquiTel Indemnitee to lose its rights to indemnification under this Agreement. With respect , except to a Claim by a third party the extent that such failure materially prejudices an Xxxxx Stockholder's ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Xxxxx Stockholder has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Agreement). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defenseamount (which may be estimated) of the Losses that have been or may be asserted by a UbiquiTel Indemnitee. Upon receiving such written notice, settlement or other disposition each of any Claim. With respect to any such third party Claim relating solely the Xxxxx Stockholders shall defend against the Asserted Liability on behalf of a UbiquiTel Indemnitee using counsel selected by Xxxxx Stockholders, unless (i) the UbiquiTel Indemnitee reasonably objects to the payment assumption of money damages such defense on the grounds that counsel for such Xxxxx Stockholder cannot represent both such UbiquiTel Indemnitee and which will not such Xxxxx Stockholder because such representation would be reasonably likely to result in the indemnified party becoming subject a conflict of interest or because there may be defenses available to injunctive such UbiquiTel Indemnitee that are not available to such Xxxxx Stockholder, (ii) such Xxxxx Stockholder is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or other relief or otherwise adversely affect the business similar events) of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose maintaining a reasonable defense of such Claimaction or proceeding, on such terms as or (iii) the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling action or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to proceeding seeks injunctive or other equitable relief against such UbiquiTel Indemnitee. In the event that a UbiquiTel Indemnitee has elected to defend against an Asserted Liability under clause (i) or (iii) above, Xxxxx Stockholders shall be entitled to participate in such defense through counsel selected by them to the business extent necessary to mitigate their liability under this Agreement. In the event the Xxxxx Stockholders elect to conduct the defense, they are entitled to have exclusive control over the defense and settlement thereof and the UbiquiTel Indemnitees will cooperate and make available to the Xxxxx Stockholders such assistance and materials as they may reasonably request, at the Xxxxx Stockholders' expense. Notwithstanding the foregoing, the Xxxxx Stockholders shall not be entitled to control, but may participate in, and the UbiquiTel Indemnitees shall be entitled to have sole control over, the defense or settlement of any claim that (i) seeks a temporary restraining order, preliminary or permanent injunction or specific performance against the UbiquiTel Indemnitees, or (ii) would impose liability on the part of the indemnified party would be adversely affected UbiquiTel Indemnitees for which the UbiquiTel Indemnitees are not entitled to indemnification hereunder. If the Xxxxx Stockholders fail promptly to defend, contest, or otherwise protect in a timely manner against any mannersuch Asserted Liability, the UbiquiTel Indemnitee shall have the right, but not the obligation, to defend, contest, or otherwise protect against the same.

Notice, Etc. Each indemnified party Indemnitee agrees to give the ----------- indemnifying party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, “"Claims”") for which such indemnified party Indemnitee intends to assert a right to indemnification under this Agreement. With respect to a Claim by a third party against an indemnified party, the The indemnifying party shall have the right to participate jointly with the indemnified party Indemnitee in the indemnified partyIndemnitee's defense, settlement or other disposition of any Claim. With respect to any such third party Claim relating solely to the payment of money damages and which will would not result in the indemnified party Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party Indemnitee in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunderIndemnitee in full hereunder without regard to any monetary limitation on indemnification in Section 9.02(c), the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate. If the indemnifying party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the indemnifying party has not assumed the defense thereof. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party Indemnitee would become subject to injunctive or other equitable relief or the business of the indemnified party Indemnitee would be adversely affected in any manner.

Notice, Etc. Each indemnified If any party agrees to give (the indemnifying party prompt written "Indemnified Party") receives notice of any actionthird-party claim or commencement of any third-party action or proceeding (an "Asserted Liability") with respect to which any other party (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 10.2(a) (Indemnification of Buyer) or Section 10.2(b) (Indemnification of the Stockholders), claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends the Indemnified Party shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to assert a notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement. With respect Article, except to a Claim by a third party the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Indemnifying Party has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defense, settlement amount (which may be estimated) of the Losses that have been or other disposition may be asserted by the Indemnified Party. Each of any Claim. With respect to any such third party Claim relating solely the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the payment Indemnified Party, unless (i) the Indemnified Party reasonably objects to the assumption of money damages such defense on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and which will not the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the indemnified party becoming subject Indemnified Party that are not available to injunctive such Indemnifying Parties, (ii) the Indemnifying Party is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or other relief or otherwise adversely affect the business similar events) of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose maintaining a reasonable defense of such Claimaction or proceeding, on such terms as or (iii) the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling action or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to proceeding seeks injunctive or other equitable relief or against the business of the indemnified party would be adversely affected in any mannerIndemnified Party.

Notice, Etc. Each indemnified If any party agrees to give (the indemnifying party prompt written "Indemnified Party") receives notice of any actionthird-party claim or commencement of any third-party action or proceeding (an "Asserted Liability") with respect to which any other party (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 10.2(a) (Indemnification of Buyer and Buyerparent) or Section 10.2(b) (Indemnification of the Sellers), claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends the Indemnified Party shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to assert a notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement. With respect Article, except to a Claim by a third party the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Indemnified Party has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defense, settlement amount (which may be estimated) of the Losses that have been or other disposition may be asserted by the Indemnified Party. Each of any Claim. With respect to any such third party Claim relating solely the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the payment of money damages Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and which will not the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the indemnified party becoming subject Indemnified Party that are not available to injunctive or other relief or otherwise adversely affect such Indemnifying Parties, (ii) the business Indemnifying Party is not capable (by reason of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner.insufficient

Notice, Etc. Each indemnified party MYRIAD Indemnitee and SCHERING Indemnitee (each, an "Indemnitee") agrees to give the indemnifying party Party prompt written notice of any actionClaim, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party Indemnitee intends to assert a right to indemnification under this Agreement. With respect ; provided, however, that failure to a Claim by a third party against an indemnified party, give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying party Party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition been prejudiced as a result of any Claimsuch failure. With respect to any such third party Claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the The indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party Party shall have the sole right (but not the obligation) to defend, settle or otherwise dispose of such Claim, any Claim for which the Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence on such terms as the indemnifying partyParty, in its sole discretion, shall deem appropriate. The appropriate if and so long as the indemnifying party Party has recognized in a written notice to the Indemnitee its obligation to indemnify the Indemnitee for any Losses relating to such Claim; providing, however, that the indemnifying Party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party Indemnitee would become subject to injunctive or other equitable relief or that could reasonably be expected to have a material adverse effect on the business of the indemnified party would be adversely affected Indemnitee in any nonmonetary manner.

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written If any Indemnified Party receives notice of any actionthird-party claim or commencement of any third-party action or proceeding (an "Asserted Liability") with respect to which any Indemnifying Party is obligated to provide indemnification pursuant this Article 6, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends the Indemnified Party shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to assert a notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement. With respect Article, except to a Claim by a third party the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Indemnifying Party has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defense, settlement amount (which may be estimated) of the Losses that have been or other disposition may be asserted by the Indemnified Party. Each of any Claim. With respect to any such third party Claim relating solely the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the payment of money damages Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and which will not the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the indemnified party becoming subject Indemnified Party that are not available to injunctive such Indemnifying Parties, (ii) the Indemnifying Party is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or other relief or otherwise adversely affect the business similar events) of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose maintaining a reasonable defense of such Claimaction or proceeding, on such terms as or (iii) the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling action or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to proceeding seeks injunctive or other equitable relief or against the business of the indemnified party would be adversely affected in any mannerIndemnified Party.

Notice, Etc. Each indemnified party agrees If any Party entitled to give indemnification from another Party under Section 6.03 or Section 6.04 (the indemnifying party prompt written “Indemnified Party”) receives notice of any action, claim, demand, discovery third-party claim or commencement of fact, any third-party action or proceeding or suit (collectively, an “ClaimsAsserted Liability”) for with respect to which such indemnified party intends the Indemnified Party is entitled to assert a indemnification under Section 6.03 or Section 6.04 from another Party hereto (an “Indemnifying Party”), the Indemnified Party shall promptly give the Indemnifying Party notice thereof. The Indemnified Party’s failure to notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement. With respect Article, except to a Claim by a third party the extent that such failure materially prejudices the Indemnifying Party’s ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Indemnifying Party has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defense, settlement amount (which may be estimated) of the Losses that have been or other disposition may be asserted by the Indemnified Party. The Indemnifying Party may defend against an Asserted Liability on behalf of any Claim. With respect to any such third party Claim relating solely the Indemnified Party utilizing counsel reasonably acceptable to the payment of money damages Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Party has indicated that, without a waiver, it cannot represent both the Indemnified Party and which will not the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the indemnified party becoming subject Indemnified Party that are not available to injunctive such Indemnifying Party, (ii) the Indemnifying Party is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or other relief or otherwise adversely affect the business similar events) of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose maintaining a reasonable defense of such Claimaction or proceeding, on such terms as or (iii) the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling action or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to proceeding seeks injunctive or other equitable relief or against the business of the indemnified party would be adversely affected in any mannerIndemnified Party.

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, “"Claims”") for which such indemnified party intends to assert a right to indemnification under this Agreement, identify all provisions of this Agreement under which the Claims arise, and set forth the Claim in reasonable detail. With respect to a Claim by a third party against an indemnified party, the The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Claim. With respect to any such third party Claim relating solely to the payment of money damages and which will not result in the indemnified party party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified indemni fied party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner.

Notice, Etc. Each (a) If any legal proceedings, claims or demands are instituted or asserted by any Person in respect of which any of the ITI Indemnified Parties may seek indemnification from any party hereto pursuant to the provisions hereof (such legal proceedings, claims or demands being referred to individually as a "Claim" and collectively as the "Claims"), the indemnified party agrees (after receipt by it of written notice of the commencement or assertion of such Claim) shall promptly cause a written notice of such Claim to give be made to the indemnifying party prompt written (but the failure to give such notice shall not relieve the indemnifying party of any actionits indemnification obligation hereunder, except to the extent such failure materially prejudices the indemnifying party's ability to successfully defend the matter giving rise to the indemnification claim, demand, discovery of fact, proceeding or suit ). (collectively, “Claims”b) for which such indemnified party intends Subject to assert a right to indemnification under this Agreement. With respect to a Claim by a third party against an indemnified partythe next sentence and Section 9.2(c) hereof, the indemnifying party shall have the right right, at its option and expense, to participate jointly with assume the indemnified party in the indemnified party's defense, settlement or other disposition (collectively "Defense") of any Claim. With , provided that within 10 days of receiving the notice with respect to any such third party Claim relating solely pursuant to Section 9.2(a) hereof (or within such shorter period of time as an answer or other responsive motion may be required) (i) the indemnifying party, by notice delivered to the payment of money damages indemnified party, elects to assume such Defense and which will not result in (ii) the indemnifying party acknowledges its obligation hereunder to indemnify the indemnified party becoming with respect to such Claim (subject to injunctive any applicable deductibles provided for by Section 9.1(c) hereof). Notwithstanding the foregoing, the indemnifying party shall not have the right to assume the Defense of any Claim if representation of both the indemnified and indemnifying parties by the same counsel would be inappropriate due to actual or reasonably likely potential differing interests between them. (c) If the indemnifying party has assumed the Defense of a Claim in accordance with Section 9.2(b ) hereof, then the following shall apply: (i) the indemnified party shall have the right to participate and assist in the Defense of such Claim and to employ its own counsel in connection therewith; (ii) the indemnifying party shall not be liable to the indemnified party for the fees or expenses of the indemnified party's counsel or other relief or otherwise adversely affect the business of expenses incurred by the indemnified party in connection with participating in the Defense of such Claim, except that the indemnifying party shall be liable for (x) any manner, such reasonable fees and as expenses incurred prior to which the time the indemnifying party assumed such Defense and (y) the reasonable out-of-pocket costs of investigation and preparation incurred by the indemnified party; (iii) counsel used by the indemnifying party in connection with the Defense of such Claim shall be reasonably satisfactory to the indemnified party; (iv) the indemnifying party shall have acknowledged in writing the obligation no liability with respect to indemnify the indemnified party hereunderany compromise or settlement of such Claim effected without its consent, which consent shall not be unreasonably withheld; and (v) the indemnifying party shall have the sole right to defend, settle not effect any compromise or otherwise dispose settlement of such Claim, on such terms as Claim without the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which consent shall not be unreasonably withheld. (d) If the indemnifying party does not assume the Defense of a Claim (whether because it elects not to or has no right to), prior then the following shall apply: (i) the indemnifying party shall have the right, at its sole cost and expense, to ceasing participate in the Defense of such Claim and to defendemploy its own counsel in connection therewith; and (ii) the indemnifying party shall have no liability with respect to any compromise or settlement of such Claim effected without its consent, settling or otherwise disposing of which shall not be unreasonably withheld. (e) The parties agree to cooperate to the fullest extent possible in connection with any Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business in respect of the indemnified party would be adversely affected in any mannerwhich indemnification is sought under this Agreement.

Notice, Etc. Each indemnified party Indemnitee agrees to give the indemnifying party Party prompt ------------ written notice of any actionClaim, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party Indemnitee intends to assert a right to indemnification under this Agreement. With respect ; provided, however, that failure to a Claim by a third party against an indemnified party, give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying party Party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition been prejudiced as a result of any Claimsuch failure. With respect to any such third party Claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the The indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party Party shall have the sole right (but not the obligation) to defend, settle or otherwise dispose of such Claim, any Claim or which the Indemnitee intends to assert a right to otherwise dispose of any Claim for which the Indemnitee intends to assert a right to indemnification under this AGREEMENT as contemplated in the preceding sentence on such terms as the indemnifying partyParty, in its sole discretion, shall deem appropriate. The appropriate if and so long as the indemnifying Party has recognized in a written notice to the Indemnitee its obligation to indemnify the Indemnitee for any Losses relating to such Claim, and at the indemnifying party's option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a nationally recognized reputable counsel acceptable to the Indemnitee; provided, that the indemnifying party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee, if the claim which the indemnifying party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which the Indemnitee reasonably believes an adverse determination would be detrimental to or injure the Indemnitee's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Indemnitee, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend. If the indemnifying party is permitted to assume and control the defense and elects to do so, the Indemnitee shall have the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnitee shall be at the expense of the Indemnitee unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, or (ii) the indemnifying party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying party and the Indemnitee. If the Indemnifying Party shall control the defense of any such claim, the indemnifying Party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party Indemnitee would become subject to injunctive or other equitable relief or that could reasonably be expected to have a material adverse effect on the business of the indemnified party would be adversely affected Indemnitee in any nonmonetary manner.

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written If any Indemnitee receives notice of any actionthird-party claim or commencement of any third-party action or proceeding (an "Asserted Liability") with respect to which any Indemnitor is obligated to provide indemnification pursuant to Sections 6.2 or 6.3, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such indemnified party intends the Indemnitee shall promptly give all Indemnitors notice thereof. The Indemnitee's failure so to assert a notify an Indemnitor shall not cause the Indemnitee to lose its right to indemnification under this Agreement. With respect Article 6, except to a Claim by a third party the extent that such failure materially prejudices the Indemnitor's ability to defend against an indemnified party, the indemnifying party shall have Asserted Liability that such Indemnitor has the right to participate jointly with defend against hereunder (and except as otherwise set forth in this Article 6). Such notice shall describe the indemnified party Asserted Liability in reasonable detail, and if practicable shall indicate the indemnified party's defense, settlement amount (which may be estimated) of the Losses that have been or other disposition may be asserted by the Indemnitee. The Indemnitor may defend against an Asserted Liability on behalf of any Claim. With respect to any such third party Claim relating solely the Indemnitee utilizing counsel reasonably acceptable to the payment of money damages Indemnitee, unless (i) the Indemnitee reasonably objects to such assumption on the grounds that counsel for such Indemnitors cannot represent both the Indemnitee and which will not the Indemnitor because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the indemnified party becoming subject Indemnitee that are not available to injunctive the Indemnitor, (ii) the Indemnitor is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or other relief or otherwise adversely affect the business similar events) of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose maintaining a reasonable defense of such Claimaction or proceeding, on such terms as or (iii) the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling action or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to proceeding seeks injunctive or other equitable relief or against the business of the indemnified party would be adversely affected in any mannerIndemnitee.

Notice, Etc. Each indemnified party agrees to give the indemnifying party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, “"Claims”") for which such indemnified party intends to assert a right to indemnification under this Agreement. With respect to a Claim claim by a third party against an indemnified party, the indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Claim. With respect to any such third party Claim claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner.