Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. Each person indemnified under Sections 10.1 and 10.2 above (an "Indemnified Person") agrees that, upon the service of a summons or other initial legal process upon the Indemnified Person in any action or proceeding, or upon the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding in respect of which indemnity may be sought by the Indemnified Person under Section 10.1 or 10.2 above, the Indemnified Person will promptly give written notice (the "Notice") of such service or notification to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party to whom such Notice was not given was unaware of the action, suit, investigation, inquiry or proceeding to which the Notice would have related, to the extent the Indemnifying Party was prejudiced by the failure to give the Notice; but the omission so to notify such Indemnifying Party of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have to any Indemnified Person for contribution or otherwise than on account of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense of the Indemnifying Party, by counsel chosen by the Indemnifying Party reasonably satisfactory to the Indemnified Persons; provided, however, that (i) if any Indemnified Person reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of such Indemnified Person in conducting the defense of such action,

Notice of Claim; Defense. Each person indemnified under Sections 10.1 and 10.2 above (an "Indemnified Person") agrees that, upon the service of a summons or other initial legal process upon the Indemnified Person in any action or proceeding, or upon the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding in respect of which indemnity may be sought by the Indemnified Person under Section 10.1 or 10.2 above, the Indemnified Person will promptly Party shall give written notice (the "Notice") of such service or notification to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party prompt notice of any third-party claim that may give rise to whom any indemnification obligation under this Article 6, together with the estimated amount of such Notice was not given was unaware of the actionclaim, suit, investigation, inquiry or proceeding to which the Notice would have related, to the extent and the Indemnifying Party was prejudiced by shall have the failure right to give assume the Notice; but the omission so to notify such defense (at Indemnifying Party Party’s sole expense) of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have to any Indemnified Person for contribution or otherwise than on account of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense claim through counsel of the Indemnifying Party, ’s own choosing by counsel chosen so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party reasonably satisfactory to of such notice from the Indemnified PersonsParty; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. 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 Party and any 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 resolve such conflict, but not more than one firm in any jurisdiction representing all Indemnified Parties. The Indemnifying Party shall be solely 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 of any such third-party claim (other than during any period in which the Indemnified Party will have failed to give notice of the third-party claim as provided above). If the Indemnifying Party assumes such defense, 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 the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such third-party claim, and making employees of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Indemnified Party shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Party from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Party, the Indemnifying Party shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) if any provides for injunctive or other non-monetary relief affecting the Indemnified Party 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 each the Indemnified Person reasonably determines that there may be a conflict between is the positions of the Indemnifying Party and subject of such Indemnified Person in conducting the defense of such action,third-party claim. 22

Notice of Claim; Defense. Each person indemnified Indemnified Person shall give the indemnifying party prompt notice of any third-party claim that may give rise to any indemnification obligation under Sections 10.1 this Article VIII, together with the estimated amount of such claim, and 10.2 above the indemnifying party shall have the right to assume the defense (an "Indemnified Person"at such party’s expense) agrees that, upon of any such claim through counsel of the service of a summons or other initial legal process upon indemnifying party’s own choosing by so notifying the Indemnified Person in any action or proceeding, or upon within 30 days of the first receipt by the indemnifying party of such notice from the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding in respect of which indemnity may be sought by the Indemnified Person under Section 10.1 or 10.2 above, the Indemnified Person will promptly give written notice (the "Notice") of such service or notification to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party to whom such Notice was not given was unaware of the action, suit, investigation, inquiry or proceeding to which the Notice would have related, to the extent the Indemnifying Party was prejudiced by the failure to give the Notice; but the omission so to notify such Indemnifying Party of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have to any Indemnified Person for contribution or otherwise than on account of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense of the Indemnifying Party, by counsel chosen by the Indemnifying Party reasonably satisfactory to the Indemnified Persons; 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 indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the indemnifying party has not assumed the defense of any such third-party claim (other than during any period in which the Indemnified Person will have failed to give notice of the third-party claim as provided above). If the indemnifying party assumes such defense, 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 the indemnifying party, it being understood that the indemnifying party shall control such defense. If the indemnifying party chooses to defend or prosecute a third-party claim, the Indemnified Person shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the indemnifying party, the retention, and the provision to the indemnifying party, of records and information reasonably relevant to such third-party claim, and making employees of the Division available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the indemnifying party chooses to defend or prosecute any third-party claim, the Indemnified Person shall agree to any settlement, compromise or discharge of such third-party claim that the indemnifying party may recommend and that, by its terms, discharges the Indemnified Persons from the full amount of liability in connection with such third-party claim; provided, however, that, the indemnifying party shall not consent to, and the Indemnified Person shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) if any provides for injunctive or other non-monetary relief affecting 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 each Indemnified Person reasonably determines that there may be a conflict between is the positions of the Indemnifying Party and subject of such Indemnified Person in conducting the defense of such action,third-party claim.

Notice of Claim; Defense. Each person indemnified under Sections 10.1 and 10.2 above (an "Indemnified Person"a) agrees thatIf (i) any third-party institutes or asserts any claim, upon the service of a summons or other initial legal process upon the Indemnified Person in any action or proceedingdemand, or upon the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding audit in respect of any Tax liability, action or proceeding (each of the foregoing, a “Proceeding”) that may give rise to Losses for which indemnity a party (an “Indemnifying Party”) may be sought liable for indemnification under this Article VIII (a “Third-party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by the Indemnified Person under Section 10.1 an Indemnifying Party that does not involve a Third-party Claim (a “Direct Claim”), then, in case of clause (i) or 10.2 above(ii), the Indemnified Person will Party shall promptly give written notice (the "Notice") of such service or notification send to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party to whom a written notice specifying the nature of such Notice was not given was unaware claim and the amount of all related Liabilities (a “Claim Notice”), provided that the action, suit, investigation, inquiry or proceeding to which the Notice would have related, Indemnifying Party shall be relieved of its indemnification obligations under this Article VIII only to the extent the Indemnifying Party was that it is prejudiced by the failure of the Indemnified Parties to give provide a timely and adequate Claim Notice. With respect to liquidated Losses finally determined to be due and payable, if within thirty (30) days the Notice; but the omission so to notify such Indemnifying Party has not contested the Claim Notice in writing, then the Indemnified Party will pay the full amount of any such service or notification shall not relieve liquidated Losses within ten (10) days after the expiration of such thirty-day period. Any liquidated amount owed by an Indemnifying Party from any liability which it may have hereunder with respect to any Losses may be set-off by the Indemnified Person for contribution or otherwise than on account of such SectionsParty against any amounts owed by the Indemnified Party to the Indemnifying Party. An Indemnifying Party shall Any amount finally determined to be entitled at its own expense due and owed by Seller to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") Purchaser pursuant to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conductedthis Article VIII may, at the expense Purchaser’s option, be satisfied from the Escrowed Amount pursuant to the Escrow Agreement. The unpaid balance of any Losses shall bear interest at a rate per annum equal to the rate announced by Citibank, N.A. from time to time as its “Base Rate” plus two percent (2%) from the date notice thereof is given by the Indemnified Party to the Indemnifying Party, by counsel chosen by the Indemnifying Party reasonably satisfactory to the Indemnified Persons; provided, however, that (i) if any Indemnified Person reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of such Indemnified Person in conducting the defense of such action,.

Notice of Claim; Defense. Each person indemnified under Sections 10.1 and 10.2 above (an "Indemnified Person") agrees that, upon Until the service of a summons or other initial legal process upon the Indemnified Person in any action or proceeding, or upon the Indemnified Person's receipt of written notification expiration of the commencement of any investigation, inquiry, or proceeding indemnification period as set forth in respect of which indemnity may be sought by the Indemnified Person under Section 10.1 or 10.2 7.1(c) above, the each Indemnified Person will promptly Party shall give written notice (the "Notice") of such service or notification to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party prompt notice of any third-party claim that may give rise to whom any indemnification obligation under this Article 7, together with the estimated amount of such Notice was not given was unaware of the actionclaim, suit, investigation, inquiry or proceeding to which the Notice would have related, to the extent and the Indemnifying Party was prejudiced by shall have the failure right to give assume the Notice; but the omission so to notify such defense (at Indemnifying Party Party’s sole expense) of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have to any Indemnified Person for contribution or otherwise than on account of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense claim through counsel of the Indemnifying Party, ’s own choosing by counsel chosen so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party reasonably satisfactory to of such notice from the Indemnified PersonsParty; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. 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 Party and any 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 resolve such conflict, but not more than one firm in any jurisdiction representing all Indemnified Parties. The Indemnifying Party shall be solely liable for the fees and expenses of one counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such third-party claim (other than during any period in which the Indemnified Party will have failed to give notice of the third-party claim as provided above). If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to reasonably 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. If Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such third-party claim, and making employees of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any third-party claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnifying Party may reasonably recommend and that, by its terms, discharges the Indemnified Party and its Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Party, the Indemnifying Party shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) if provides for injunctive or other non-monetary relief affecting the Indemnified Party or any Indemnified Person reasonably determines that there may be of its Affiliates or (ii) does not include as an unconditional term thereof the giving of a conflict between the positions release from all liability with respect to such claim by each claimant or plaintiff to each of the Indemnifying Party and Indemnified Parties that is the subject of such Indemnified Person in conducting the defense of such action,third-party claim.

Notice of Claim; Defense. Each person indemnified under Sections 10.1 and 10.2 above (an "Indemnified Person") agrees thatPurchaser or the Sellers, upon as the service of a summons or other initial legal process upon the Indemnified Person in any action or proceeding, or upon the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding in respect of which indemnity case may be sought by the Indemnified Person under Section 10.1 or 10.2 above, the Indemnified Person will promptly give written notice (the "NoticeIndemnified Party") of such service or notification to ), shall give the other party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available ) prompt notice of any third-party claim that may give rise to any Indemnified Person who shall fail so to give indemnification obligation under this Article IX, together with the Noticeestimated amount of such claim, if and the Indemnifying Party shall have the right to whom such Notice was not given was unaware of assume the action, suit, investigation, inquiry or proceeding to which the Notice would have related, to the extent defense (at the Indemnifying Party was prejudiced by the failure to give the Notice; but the omission so to notify such Indemnifying Party Party's expense) of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have to any Indemnified Person for contribution or otherwise than on account of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense claim through counsel of the Indemnifying Party, 's own choosing by counsel chosen so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party reasonably satisfactory to of such notice from the Indemnified PersonsParty; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. 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 or any Seller Indemnified Person, as the case may be, and the 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. If the Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such third-party claim, and making employees of the Targeted Businesses available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any third-party claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Party and its Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that, the Indemnifying Party shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) if provides for injunctive or other non-monetary relief affecting the Indemnified Party or any Indemnified Person reasonably determines that there may be a conflict between the positions Affiliate of the Indemnifying Indemnified Party, (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 each Indemnified Party and that is the subject of such Indemnified Person in conducting third-party claim, or (iii) contains any admission of wrongdoing by the defense Targeted Businesses or any of such action,their employees.

Notice of Claim; Defense. Each person (a) The indemnified party under Sections 10.1 and 10.2 above this Article 8 shall give the indemnifying party prompt notice of any third-party claim (an "Indemnified Person") agrees thatother than claims arising out of any pending or threatened audit, upon the service notice of a summons deficiency, proposed adjustment, assessment, examination or other initial legal process upon the Indemnified Person in any action administrative or court proceeding, or upon the Indemnified Person's receipt of written notification of the commencement of any investigation, inquiry, or proceeding in respect of which indemnity may be sought by the Indemnified Person under Section 10.1 or 10.2 above, the Indemnified Person will promptly give written notice (the "Notice") of such service or notification to the party from whom indemnification may be sought hereunder (the "Indemnifying Party"). No indemnification provided for in Section 10.1 or 10.2 above shall be available to any Indemnified Person who shall fail so to give the Notice, if the Indemnifying Party to whom such Notice was not given was unaware of the action, suit, investigation, inquiry dispute or proceeding to other claim which could affect the Notice would have related, to liability for Taxes of the extent the Indemnifying Party was prejudiced by the failure to indemnifying party) that may give the Notice; but the omission so to notify such Indemnifying Party of any such service or notification shall not relieve such Indemnifying Party from any liability which it may have rise to any Indemnified Person for contribution or otherwise than on account indemnification obligation under this Article 8, together with the estimated amount of such Sections. An Indemnifying Party shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, an Indemnified Person. An Indemnifying Party shall be entitled, if it so elects within a reasonable amount of time after receipt of the Notice, by giving written notice (herein called the "Notice of Defense") to all Indemnified Persons, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense of the Indemnifying Party, by counsel chosen by the Indemnifying Party reasonably satisfactory to the Indemnified Personsclaim; 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 indemnifying party shall have the right to assume the defense (at the indemnifying party's expense) of any such claim through counsel 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 to the indemnified party that any Indemnified Person reasonably determines damages, fines, costs or other liabilities that there may be a conflict between assessed against the positions 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 indemnifying party is liable under this Article 8 and (ii) the indemnifying party may not assume control of such Indemnified Person in conducting the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the indemnified 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 of any such action,third-party claim (other than during any period in which the indemnified party will have failed to give notice of the third-party claim as provided above). If the indemnifying party assumes such defense, 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 the indemnifying party, it being understood that the indemnifying party shall control such defense. If the indemnifying party chooses to defend or prosecute a third-party claim, the indemnified party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the indemnifying party, the retention, and the provision to the 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 the indemnifying party chooses to defend or prosecute any third-party claim, the indemnified party shall agree to any reasonable settlement, compromise or discharge of such third-party claim that the indemnifying party recommends and that, by its terms, discharges the indemnified party from the full amount of liability in connection with such third-party claim. 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 the indemnifying party, which consent shall not be 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 prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.