Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. Purchaser shall give Seller prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VI, together with the estimated amount of such claim. The Seller shall have the right to assume the defense (at Seller's expense) of any such claim through counsel approved in writing by the Purchaser. The Seller shall be liable for any reasonable fees and expenses of counsel employed by Purchaser for any period during which Seller have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Seller assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchaser.

Notice of Claim; Defense. Purchaser A Parent Indemnified Person or a Shareholder Indemnified Person that desires to seek indemnification under any part of this Article XI (each, an "Indemnified Person") shall give Seller to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VIXI, together with the estimated amount of such claim. The Seller claim (if then estimable), and the Indemnitor shall have the right to assume the defense (at Seller's its expense) of any such claim through counsel approved of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Persons. Failure to give such notice shall not affect the indemnification obligations hereunder in writing by the Purchaserabsence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Seller Indemnitor shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser the Indemnified Persons for any period during which Seller have the Indemnitor has not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above)claim. If Seller the Indemnitor assumes such defense, Purchaser the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defensethe Indemnitor. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller Indemnitor chooses to defend or prosecute any third-party claim, Purchaser the Indemnified Persons shall agree to any settlement, compromise or discharge of such third-party claim that Seller the Indemnitor may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates Indemnified Persons from the full amount of liability any Liability in connection with such third-party claim; provided, however, that, without the consent of Purchaserthe Indemnified Persons, Seller the Indemnitor shall not consent to, and Purchaser the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser the Indemnified Persons or any Affiliate affiliate of Purchaser, the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchaserfor the benefit of each Indemnified Person.

Notice of Claim; Defense. Purchaser shall give Seller prompt (and in any event within 183 days after the Closing Date for a claim made pursuant to Section 8.1(a) above) notice of any third-party claim that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The , and Seller shall, with the approval of Purchaser which shall not be unreasonably withheld, have the right to assume the defense (at Seller's expense) ’s expense of any such claim through counsel approved in writing of Seller’ own choosing by so notifying Purchaser within 30 days of the first receipt by Seller of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of, and then only to the extent of, actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and Seller exists in respect of such third-party claim, Seller shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to eliminate such conflict. Seller shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser for any period during which Seller have has not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Seller assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, Purchaser shall agree to any reasonable settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates Purchaser Indemnified Persons from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. Purchaser The party entitled to indemnification pursuant to either Section 10.1 or 10.2 (“Claimant”) shall give Seller prompt promptly deliver to the party (or parties) liable for such indemnification (“Obligor” or “Obligors”) written notice (the “Notice of Claim”) of any third-party claim for recovery pursuant to this Article 10, specifying in reasonable detail the nature of the Loss and, if known, the amount, or an estimate of the amount, of the liability arising therefrom (the “Claim”). The Claimant shall provide to the Obligor as promptly as practicable thereafter such information, documentation and access to employees and business records as is reasonably requested by Obligor to support and verify the Claim, provided that, in doing so, it may restrict or condition any disclosure in an effort to preserve privileges of importance in any foreseeable litigation. (a) If the facts pertaining to the Loss arise out of the claim of any third Person (other than a Buyer Indemnified Party or Seller Indemnified Party) and indemnification is available by virtue of the circumstances of such Loss, Obligor must assume the defense or the prosecution thereof, including the employment or engagement of counsel and accountants, at its cost and expense. If counsel defending such claim determines that representation of both Obligor and Claimant by such counsel would be inappropriate due to actual or potential differing interests between them in such proceeding (such as the availability of defenses that may give rise be available to any indemnification obligation under this Article VIone but not both parties), Claimant (together with the estimated amount of such claim. The Seller all other Persons entitled to indemnification hereunder who may be represented by one counsel without conflict) shall have the right to assume retain one separate counsel subject to the defense (at Seller's expense) approval of such counsel by Obligor, such approval not to be unreasonably withheld, with the reasonable fees and expenses to be paid by Obligor. Claimant need not consent to any settlement unless such claim through counsel approved in writing by the Purchasersettlement would impose any non-monetary obligation on Claimant. The Seller Obligor shall not be liable for any reasonable fees and expenses of counsel employed by Purchaser for any period during which Seller have not assumed the defense settlement of any Claim effected without its prior consent, which shall not be unreasonably withheld. Whether or not Obligor chooses to so defend or prosecute such third-party claim (other than during any period in which Purchaser will have failed to give notice of Claim, the third-party claim as provided above). If Seller assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser parties hereto shall cooperate in the defense or prosecution thereofthereof and shall furnish such records, which cooperation shall includeinformation, access to the extent employees and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasertherewith.

Notice of Claim; Defense. Purchaser on one hand and Seller and Members on the other hand shall give Seller each other prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VIXII, together with the estimated amount of such claim. The , and Seller shall have the right to assume the defense (at Seller's ’s expense) of any such claim through counsel approved in writing of Seller’s own choosing by so notifying Purchaser within 30 days of the first receipt by Seller of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and Seller exists in respect of such third-party claim, Seller shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to eliminate such conflict. Seller shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser for any period during which Seller have has not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Seller assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company Business available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, Purchaser Purchasers shall agree to any settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's any of its Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, its Affiliates or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. Purchaser shall a. The indemnified party agrees to give Seller prompt notice to the indemnifying party of written assertion of any third-claim (including any correspondence, notice, or other written communication from a Taxing Authority or any representative thereof of any pending or threatened Tax audits, or any pending or threatened judicial proceedings involving Taxes), or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder and of any Loss which the indemnified party claim that may give rise deems to any indemnification obligation under be within the ambit of this Article VI, together Section 6 (specifying with reasonable particularity the estimated amount of such claimbasis therefor). The Seller shall have indemnified party will give the right indemnifying party such information with respect thereto as the indemnifying party may reasonably request. b. The indemnifying party may, at its own expense, upon notice to the indemnified party, assume the defense (at Seller's expense) of any such claim through counsel approved in writing by the Purchaser. The Seller shall be liable for any reasonable fees and expenses of counsel employed by Purchaser for any period during which Seller have not assumed the defense of any such third-suit, action or proceeding; provided that (1) the indemnifying party claim shall thereafter consult with the indemnified party upon the indemnified party's reasonable request for such consultation from time to time with respect to such suit, action or proceeding and (other than during 2) the indemnifying party shall not, without the indemnified party's consent, which consent shall not be unreasonably withheld, agree to any period in which Purchaser will have failed settlement with respect to give notice any Tax if such settlement could adversely affect the past, present or future Tax liability of the third-indemnified party. c. If the indemnifying party claim as provided above). If Seller assumes such defense, Purchaser the indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof and the indemnified party shall not settle any claim relating to a Loss, it being understood that Seller shall control such defense. If Seller unless written consent is received from the indemnifying party. d. Whether or not the indemnifying party chooses to defend or prosecute a third-party any claim, Purchaser all of the parties hereto shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerwithout limitation, the retention, retention and the provision to Seller, upon reasonable request of records and information reasonably relevant relating to such third-party claim, and and, subject to Section 3, making employees of the Company available on a mutually convenient basis to provide additional information and or explanation of any materials material provided hereunder. If Seller chooses hereunder or to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect testify at proceedings relating to such claim by each claimant or plaintiff to Purchaserclaim.

Notice of Claim; Defense. Purchaser shall give Seller the Selling Shareholder prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VI6, together with the estimated amount of such claim. The Seller , and the Selling Shareholders shall have the right to assume the defense (at Seller's the Selling Shareholders’ expense) of any such claim through counsel approved in writing of the Selling Shareholders’ own choosing by so notifying Purchaser within 30 days of the first receipt by any of the Selling Shareholders of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and any of the Selling Shareholders exists in respect of such third-party claim, the Selling Shareholders shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict. The Seller Selling Shareholders shall be liable for any the reasonable fees and expenses of counsel employed by Purchaser for any period during which Seller the Selling Shareholders have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Seller assumes the Selling Shareholders assume such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe Selling Shareholders, it being understood that Seller the Selling Shareholders shall control such defense. If Seller chooses the Selling Shareholders choose to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe Selling Shareholders, the retention, and the provision to Sellerthe Selling Shareholders, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses the Selling Shareholders choose to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller the Selling Shareholders may recommend and that, by its terms, discharges Purchaser and the Purchaser's Purchaser Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller the Selling Shareholders shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. Purchaser Each Indemnified Person shall give Seller the indemnifying party prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The Seller , and the indemnifying party shall have the right to assume the defense (at Seller's such party’s expense) of any such claim through counsel approved in writing of the indemnifying party’s own choosing by so notifying the Indemnified Person within 30 days of the first receipt by the Purchaserindemnifying party of such notice from the Indemnified Person; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Person. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnified Person and an indemnifying party exists in respect of such third-party claim, the indemnifying party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to eliminate such conflict. The Seller indemnifying party shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser the Indemnified Person for any period during which Seller have the indemnifying party has not assumed the defense of any such third-party claim (other than during any period in which Purchaser the Indemnified Person will have failed to give notice of the third-party claim as provided above). If Seller the indemnifying party assumes such defense, Purchaser the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe indemnifying party, it being understood that Seller the indemnifying party shall control such defense. If Seller the indemnifying party chooses to defend or prosecute a third-party claim, Purchaser the Indemnified Person shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe indemnifying party, the retention, and the provision to Sellerthe indemnifying party, of records and information reasonably relevant to such third-party claim, and making employees of the Company Division available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller the indemnifying party chooses to defend or prosecute any third-party claim, Purchaser the Indemnified Person shall agree to any settlement, compromise or discharge of such third-party claim that Seller the indemnifying party may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates Indemnified Persons from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller indemnifying party shall not consent to, and Purchaser the Indemnified Person shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. Purchaser shall give Seller Guarantors' Representative prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VISection 9.1, together with the estimated amount of such claim. The Seller , and Guarantors' Representative shall have the right to assume the defense (at Sellerthe Purchaser's expense, which expenses shall constitute Purchaser's Losses) of any such claim through counsel approved in writing of Guarantors' Representative's own choosing by so notifying Purchaser within sixty (60) days of the first receipt by Guarantors' Representative of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Seller shall be liable for any reasonable fees and expenses of counsel employed by Purchaser for any period during which Seller have not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of the third-party claim as provided above)actual and material prejudice. If Seller Guarantors' Representative assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by SellerGuarantors' Representative. If, it being understood that Seller under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and Guarantors' Representative exists in respect of such third-party claim, the Purchaser shall control pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict. The reasonable fees and expenses of counsel employed by Purchaser for any period during which Guarantors' Representative has not assumed the defense of any such third-party claim (other than during any period in which the Sellers Representatives will have failed to give notice of the third-party claim as provided above). If Guarantors' Representative assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Guarantors' Representative. If Seller Guarantors' Representative chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by SellerGuarantors' Representative, the retention, and the provision to SellerGuarantors' Representative, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller Guarantors' Representative chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller Guarantors' Representative may recommend and that, by its terms, discharges Purchaser and the Purchaser's Purchaser Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller Guarantors' Representative shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive injunctivc or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or ; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this ARTICLE IX by the Guarantors.

Notice of Claim; Defense. Purchaser Purchasers shall give Seller each Shareholder prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The Seller Shareholders shall have the right to assume the defense (at Seller's the Shareholders' expense) of any such claim through counsel satisfactory to Purchasers in its sole discretion, and approved in writing by the PurchaserPurchasers. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchasers Indemnified Person and any Shareholder exists in respect of such third-party claim, the Shareholders shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict. The Seller Shareholders shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser Purchasers for any period during which Seller the Shareholders have not assumed the defense of any such third-party claim (other than during any period in which Purchaser Purchasers will have failed to give notice of the third-party claim as provided above). If Seller assumes the Shareholders assume such defense, Purchaser Purchasers shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe Shareholders, it being understood that Seller the Shareholders shall control such defense. If Seller chooses the Shareholders choose to defend or prosecute a third-party claim, Purchaser Purchasers shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe Shareholders, the retention, and the provision to SellerShareholders, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses the Shareholders choose to defend or prosecute any third-party claim, Purchaser Purchasers shall agree to any settlement, compromise or discharge of such third-party claim that Seller the Shareholders may recommend and that, by its terms, discharges Purchaser Purchasers and the Purchaser's Purchasers Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of PurchaserPurchasers, Seller the Shareholders shall not consent to, and Purchaser Purchasers shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser Purchasers or any Affiliate of Purchaser, Purchasers or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchasers Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. (a) Purchaser shall give Seller Sellers’ Representative prompt notice of any third-party claim (and in the case of any Tax audit within a ten (10) day period from the date of receipt of any avis de vérification or proposition de rectification) that may give rise to any indemnification obligation under this Article VIARTICLE VIII, together with the estimated amount of such claim. The Seller , and Sellers’ Representative shall have the right to assume the defense (at Seller's Sellers’ expense) of any such claim through counsel approved of Sellers’ Representative’s own choosing by so notifying Purchaser within thirty (30) days of the first receipt by Sellers’ Representative of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. Failure to give such notice shall not affect the indemnification obligations hereunder (i) in writing the absence of actual and material prejudice for the Company and its Subsidiaries and (ii) provided that it does not affect the amount of indemnification due by the PurchaserSellers. The Seller Sellers shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser the Company for any period during which Seller have Sellers’ Representative has not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above) if such third party claim is covered by the Sellers’ indemnification obligations under this ARTICLE VIII without regard to the limitations set forth in Section 8.2(b). If Seller Sellers’ Representative assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller, it being understood that Seller shall control such defenseSellers’ Representative. If Seller Sellers’ Representative chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by SellerSellers’ Representative, the retention, and the provision to SellerSellers’ Representative, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller Sellers’ Representative chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller Sellers’ Representative may recommend and that, by its terms, discharges Purchaser and the Purchaser's Purchaser Affiliates from the full amount of liability in connection with vis à vis such third-party claimparty; provided, however, that, without the consent of Purchaser, Seller Sellers’ Representative shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or ; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this ARTICLE VIII by the Sellers. Notwithstanding the foregoing, if Purchaser determines in good faith that there is a reasonable probability that a claim may adversely affect the Company, the Purchaser or their Affiliates other than as a result of monetary damages for which it would be entitled to full indemnification under this Agreement taking into account the limitations set forth in Section 8.2 and Section 8.9, the Purchaser may, by notice to the Sellers’ Representative, assume the exclusive right to defend, compromise, or settle such claim, but the Sellers will not be bound by any determination of a claim so defended or any comprise or settlement effected without its consent (which may not be unreasonably withheld).

Notice of Claim; Defense. Purchaser shall give Seller the Shareholder Indemnifying Person prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The Seller , and the Shareholder Indemnifying Person shall have the right to assume the defense (at Sellerthe Shareholder Indemnifying Person's expense) of any such claim through counsel approved in writing of the Shareholder Indemnifying Person's own choosing by so notifying Purchaser within 30 days of the first receipt by the Shareholder Indemnifying Person of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and the Shareholder Indemnifying Person exists in respect of such third-party claim, the Shareholder Indemnifying Person shall pay the reasonable fees and expenses of such additional counsel as maybe required to be retained in order to resolve such conflict. The Seller Shareholder Indemnifying Person shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser for any period during which Seller have the Shareholder Indemnifying Person has not assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Seller the Shareholder Indemnifying Person assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe Shareholder Indemnifying Person, it being understood that Seller the Shareholder Indemnifying Person shall control such defense. If Seller the Shareholder Indemnifying Person chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe Shareholder Indemnifying Person, the retention, and the provision to Sellerthe Shareholder Indemnifying Person, of records and information reasonably relevant to such third-party claim, and making employees of Purchaser and the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller the Shareholder Indemnifying Person chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller the Shareholder Indemnifying Person may recommend and that, by its terms, discharges Purchaser and the Purchaser's Purchaser Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of Purchaser, Seller the Shareholder Indemnifying Person shall not consent to, and Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to Purchasereach Purchaser Indemnified Person that is the subject of such third-party claim.

Notice of Claim; Defense. Purchaser (a) The indemnified party under this Article 8 shall give Seller the indemnifying party prompt notice of any third-party claim (other than claims arising out of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of the indemnifying party) that may give rise to any indemnification obligation under this Article VI8, together with the estimated amount of such claim; provided, however, that no delay on the part of the indemnified party in notifying the indemnifying party shall relieve the indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. The Seller indemnifying party shall have the right to assume the defense (at Sellerthe indemnifying party's expense) of any such claim through counsel approved of the indemnifying party's own choosing by so notifying the indemnified party within sixty (60) days of the receipt by the indemnifying party of such notice from the indemnified party; provided, however, that any such counsel shall be reasonably satisfactory to the indemnified party; and provided further, that (i) the indemnifying party may only assume control of such defense if (A) it acknowledges in writing by to the Purchaserindemnified party that any damages, fines, costs or other liabilities that may be assessed against the indemnified party in connection with such suit or proceeding constitute Losses for which the indemnified party shall be indemnified pursuant to this Article 8 and (B) the ad damnum is less than or equal to the amount of Losses for which the indemnifying party is liable under this Article 8 and (ii) the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the indemnified party. The Seller indemnifying party shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser the indemnified party for any period during which Seller have the indemnifying party has not assumed the defense of any such third-party claim (other than during any period in which Purchaser the indemnified party will have failed to give notice of the third-party claim as provided above). If Seller the indemnifying party assumes such defense, Purchaser the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerthe indemnifying party, it being understood that Seller the indemnifying party shall control such defense. If Seller the indemnifying party chooses to defend or prosecute a third-party claim, Purchaser the indemnified party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe indemnifying party, the retention, and the provision to Sellerthe indemnifying party, of records and information reasonably relevant to such third-party claim, and in the event the Purchaser is the indemnified party, making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller the indemnifying party chooses to defend or prosecute any third-party claim, Purchaser the indemnified party shall agree to any reasonable settlement, compromise or discharge of such third-party claim that Seller may recommend the indemnifying party recommends and that, by its terms, discharges Purchaser and the Purchaser's Affiliates indemnified party from the full amount of liability in connection with such third-party claim; provided, however, that, . Neither the indemnified party nor any of its Affiliates may settle or otherwise dispose of any Claim for which the indemnifying party may have a liability under this Agreement without the prior written consent of Purchaserthe indemnifying party, Seller shall not which consent to, and Purchaser shall not be required unreasonably withheld. The indemnifying party shall not be liable under this Article 8 for any settlement, compromise or discharge effected without its consent in respect of any claim for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to agree toprejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder. (b) Notwithstanding the foregoing, the entry Selling Shareholders shall have no rights to participate in the defense of any judgment or enter into any settlement that (i) provides third-party claim relating to Taxes of the Company for injunctive or other non-monetary relief affecting which the Purchaser or any Affiliate of Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to PurchaserIndemnified Persons may be indemnified under Section 8.1(a).

Notice of Claim; Defense. (a) Purchaser shall give Parent and Seller prompt notice of any third-party claim (other than claims arising out of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of Parent or Seller) that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The , and Parent and Seller shall have the right to assume the defense (at Seller's their expense) of any such claim through counsel approved in writing of their own choosing by so notifying Purchaser within 30 days of the receipt by Parent and Seller of such notice from Purchaser; provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Parent and Seller shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser for any period during which neither Parent nor Seller have not has assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If Parent or Seller assumes such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Parent or Seller, it being understood that Parent or 50 Seller shall control such defense. If Parent or Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate at Parent's or Seller's expense (other than Purchaser's expenses for counsel which shall be employed at Purchaser's own expense and Purchaser's internal costs) in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Parent or Seller, the retention, and the provision to Parent or Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Parent or Seller chooses to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Parent or Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates from the full amount of liability in connection with such third-party claim; provided. None of Purchaser, however, that, any of its Affiliates or the Company may settle or otherwise dispose of any Claim for which Parent or Seller may have a liability under this Agreement without the prior written consent of Parent or Seller, as the case may be, which consent may be withheld in the sole discretion of such party, unless Purchaser fully indemnifies such party in writing with respect to such liability in a manner satisfactory to such party. Neither Parent nor Seller shall be liable under this Section 8.2(a) for any settlement, compromise or discharge effected without its consent which may not be unreasonably withheld in respect of any claim for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder. (i) Each party hereto shall notify the chief tax officer of the other party in writing within 15 days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party. If the party required to give such notice fails to give such notice to the other party promptly, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in or defend the Tax claim. (ii) Parent shall have the sole right to represent the Company's interests in any Tax claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, Parent shall be entitled to participate at its expense in any Tax claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Purchaser, Seller shall not consent toat Parent's sole expense, and Purchaser shall not be required to agree to, may assume the entry control of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting Purchaser or any Affiliate such Tax claim. None of Purchaser, any of its Affiliates or (ii) does the Company may settle or otherwise dispose of any Tax claim for which it is reasonably likely that Parent will have a liability under this Agreement without the prior written consent of Parent, which consent may not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant be unreasonably withheld or plaintiff to Purchaserdelayed.

Notice of Claim; Defense. (a) Purchaser shall give each Seller Party prompt notice of any third-party claim (other than claims arising out of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of any Seller Party or Seller Party Affiliate) that may give rise to any indemnification obligation under this Article VIVIII, together with the estimated amount of such claim. The , and any Seller Party or the Seller Parties shall have the right to assume the defense (at Seller's the Seller Parties’ expense) of any such claim through counsel approved in writing of the Seller Party’s or Seller Parties’ own choosing by so notifying Purchaser within 30 days of the receipt by each Seller Party of such notice from Purchaser; provided, however, that (i) any such counsel shall be reasonably satisfactory to Purchaser; and (ii) failure to give such notice shall not affect the indemnification obligations set forth herein unless the Seller Parties are materially prejudiced by such failure. The Seller Parties shall be liable for any reasonable the fees and expenses of counsel employed by Purchaser for any period during which no Seller have not Party has assumed the defense of any such third-party claim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If any Seller assumes Party or the Seller Parties assume such defense, Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellerany Seller Party or the Seller Parties; provided, it being understood however, that if Purchaser shall have reasonably concluded that a conflict may arise between the positions of the Seller or Seller Parties and Purchaser in conducting the defense of such action, the Purchaser shall control have the right to select separate counsel to assume such defenselegal defenses and to otherwise participate in the defense of such action on behalf of the Purchaser, and such Seller or Seller Parties shall be liable for any fees or expenses incurred thereby. If a Seller Party chooses or the Seller Parties choose to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellerthe Seller Party or the Seller Parties, the retention, and the provision to Sellerthe Seller Party or Seller Parties, of records and information reasonably relevant to such third-party claim, and making employees of the each Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder, but in each case at the expense of Seller or the Seller Parties. If any Seller Party chooses or the Seller Parties choose to defend or prosecute any third-party claim, Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser's Affiliates from the full amount of liability in connection with such third-party claim; provided. None of Purchaser, however, that, any of its Affiliates or any Company may settle or otherwise dispose of any Claim for which the Seller Parties may have a liability under this Agreement without the prior written consent of each Seller Party, which consent shall not be unreasonably withheld by each Seller Party, unless Purchaser fully indemnifies each Seller Party in writing with respect to such liability in a manner reasonably satisfactory to each Seller Party. No Seller Party shall not be liable under this Section 8.2(a) for any settlement, compromise or discharge effected without its consent in respect of any claim for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder. (b) Each party hereto shall notify the chief tax officer of the other party in writing within 15 days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party. If the party required to give such notice fails to give such notice to the other party promptly, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party’s right to participate in or defend the Tax Claim. (c) The Seller Parties and their Affiliates shall have the sole right to represent the Company’s interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense; provided that (i) the Seller Parties shall consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such Tax Claim; and (ii) any settlement by the Seller Parties with respect to any Tax shall be subject to Section 5.4(e)(i). In the case of a Straddle Period, the Seller Parties and their Affiliates shall be entitled to participate at its expense in any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Purchaser, at the Seller shall not consent toParties’ sole expense, and Purchaser shall not be required to agree tomay assume the control of such Tax Claim; provided that if Seller assumes the control of such Tax Claim, the entry of any judgment or enter into any settlement that (i) provides the Seller Parties shall thereafter consult with Purchaser upon Purchaser’s reasonable request for injunctive or other non-monetary relief affecting Purchaser or any Affiliate of Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release such consultation from all liability time to time with respect to such claim Tax Claim; and (ii) any settlement by the Seller Parties with respect to any Tax shall be subject to Section 5.4(e)(i). None of Purchaser, any of its Affiliates or the Company may settle or otherwise dispose of any Tax Claim for which the Seller Parties may have a liability under this Agreement without the prior written consent of each claimant or plaintiff Seller Party, which consent may be withheld in the sole discretion of each Seller Party, unless Purchaser fully indemnifies each Seller Party in writing with respect to Purchasersuch liability in a manner satisfactory to each Seller Party.