Common use of Notice of Claims; Procedure Clause in Contracts

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b), the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 13 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 12.4(b13.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b13.4(b), the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 139, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.liability.‌

Notice of Claims; Procedure. The indemnitee Each Party shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor other Party against whom a claim for indemnification is to be made under this Article XII with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor A potential Indemnifying Party shall have thirty (30) days Days after its receipt of the claim notice to notify indemnitee the potential Indemnified Party in writing whether or not indemnitor the potential Indemnifying Party agrees that the claim is subject to this Article 12 XII and, if so, whether indemnitor the Indemnifying Party elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s its sole risk and expense, the settlement or defense of the claim. If within thirty (30) days Days after its receipt of the claim notice, indemnitor the Indemnifying Party notifies indemnitee the Indemnified Party that it elects to undertake the settlement or defense of the claim, indemnitee the Indemnified Party shall cooperate with indemnitor the Indemnifying Party in connection therewith including by making available to indemnitor the Indemnifying Party all relevant information and the testimony of employees and agents’ agents material to the defense of the claim. Indemnitor The Indemnifying Party shall reimburse indemnitee the Indemnified Party for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor the Indemnifying Party is contesting the claim in good faith and with diligence, indemnitee the Indemnified Party shall not pay or settle the claim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee the Indemnified Party shall have the right to pay or settle any claim at any time without the consent of indemnitor; the Indemnifying Party, provided that, that in such event it waives any right to indemnification therefortherefor by the Indemnifying Party. If indemnitor the potential Indemnifying Party does not provide a responsive notice within the thirty (30) day Day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b)12.2, the indemnitee Indemnified Party shall thereafter have the absolute right to control contest, settle or compromise the claim at its exclusive discretion, and the Indemnifying Party will thereby waive any claim, defense or argument that the Indemnified Party's settlement or defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and claim is in any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned respect inadequate or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liabilityunreasonable.

Notice of Claims; Procedure. The indemnitee shall10.4.1 If any Parent Group Member (with respect to Section 10.2) or any Securityholder Group Member (with respect to Section 10.3) believes that it has suffered or incurred any indemnifiable Loss or incurred any indemnifiable Expense, such Parent Group Member or Securityholder Group Member, as the case may be (the “Indemnified Person”), shall direct Parent, in the case of a Parent Group Member, or the Securityholders’ Representative, in the case of a Securityholder Group Member (as applicable, the “Indemnitee Representative”) to so notify the parties obligated to provide indemnification to such Indemnified Person (the “Indemnitors”) (which in the event such notice is given by Parent, shall be given to the Securityholders’ Representative, and which in the event such notice is given by *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with reasonable promptness after obtaining knowledge the Commission. the Securityholders’ Representative, shall be given to Parent (as applicable, the “Indemnitor Representative”)) promptly in writing describing such Loss or Expense, the amount thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b), the indemnitee shall have the absolute right to control the defense of such claimknown, and the fees and expenses method of computation of such defenseLoss or Expense, including all with reasonable attorneys’ fees particularity to the extent reasonably practicable and containing a reference to the provisions of the indemnitee’s counsel this Agreement, and any amount determined other agreements, certificates and documents contemplated hereby in respect of which such Loss or Expense shall have occurred (such written notification being sometimes hereinafter referred to be owed by as the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense“Claim Notice”); provided, however, that an omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Section 10 except (i) to the extent that such settlement shall include dismissal with prejudice omission results in a failure of actual notice to the claim Indemnitor and an explicit and unconditional release from all indemnitees; and such Indemnitor is materially damaged or prejudiced as a result of such failure to give notice, or (ii) if the indemnitor Indemnitee Representative Person fails to give notice to the Indemnitor Representative prior to the applicable Release Date. If any Action is instituted by a third party that is based upon or includes facts or assertions that would, if true, give rise to indemnification rights under this Section 10 (“Third-Party Claim”) with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Section 10, such Indemnitee Representative shall promptly notify the Indemnitor Representative of such Action as specified in this Section 10.4.1. 10.4.2 Any Claim Notice received by the Indemnitor Representative pursuant to Section 10.4.1 will be resolved as follows: 10.4.2.1 In the event that, within thirty (30) calendar days after a Claim Notice is received by the Indemnitor Representative, the Indemnitor Representative does not conclude any settlement without contest such Claim Notice in writing to the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except Indemnitee Representative as provided in Section 10.4.2.2 (an “Uncontested Claim”), the preceding sentence concerning the indemnitor’s failure Indemnitor Representative will be conclusively deemed to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant have consented to the foregoing indemnity shallrecovery by the Indemnified Persons of the full amount of Losses and Expenses specified in the Claim Notice in accordance with this Section 10 (subject to the limitations on liability set forth herein) and, without the prior written consent of the indemnitorfurther notice, settle, compromise, consent to have stipulated to the entry of a final judgment for damages against the Indemnitors for such amount in any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity court having jurisdiction over the matter where venue is afforded hereunder unless proper. 10.4.2.2 In the indemnitee waives any right to indemnification therefor or reasonably believes event that the matter Indemnitor Representative gives the Indemnitee Representative written notice contesting all or any portion of a Claim Notice (a “Contested Claim”) within the thirty-day period specified in question involves potential criminal liabilitySection 10.4.2.1, then such Contested Claim will be resolved by either (i) a written settlement agreement executed by the Indemnitor Representative and the Indemnitee Representative or (ii) in the absence of such a written settlement agreement, by binding arbitration between the Indemnitor Representative and the Indemnitee Representative in accordance with the terms and provisions of Section 10.4.2.3. 10.4.2.3 Any Contested Claim that is not resolved in accordance with Section 10.4.2.2(i) will be submitted to mandatory, final and binding arbitration in accordance with the terms and provisions of Section 11.15 (Dispute Resolution). To the extent that the Final Award (as defined in Section 11.15) determines that any Indemnified Person has actually incurred Losses and Expenses in connection with the Contested Claim through the date of the Final Award (“Incurred Losses”), the Final Award will set forth and award to the Indemnified *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Persons the amount of such Incurred Losses. Upon issuance and delivery of the Final Award as provided in this Agreement, the Indemnified Persons will immediately be entitled to recover the amount of any Incurred Losses determined and awarded to the Indemnified Persons under such Final Award, and such Incurred Losses will be deemed to be owed to the Indemnified Persons for purposes of this Agreement. 10.4.2.4 If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Indemnitee Representative and the Indemnitor Representative (a “Settled Claim”), then the parties will resolve such Settled Claim as provided in such settlement agreement.

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments Losses that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days Days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 16 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days Days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ agents material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day Day period set forth in this Section 12.4(b)16.2, or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b)16.2, the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.317 REGIONAL VICE PRESIDENT – X REGULATORY & PRICING

Notice of Claims; Procedure. The indemnitee Indemnified Party shall, with reasonable promptness after obtaining knowledge thereofof a Claim as to which the indemnity provided for in Section 12.1 may apply, provide deliver notice thereof to the indemnitor with written notice of Indemnifying Party (the proceedings, claims, demands or assessments that may be subject to indemnification“Claim Notice”), which notice shall must include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses Claim and copies of any pleadings or demands from the third party. Indemnitor Any failure of or delay in delivering a Claim Notice shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. 12.2.1 The Indemnifying Party will have thirty (30) days after its receipt of the claim notice Claim Notice to notify indemnitee the Indemnified Party in writing whether or not indemnitor the Indemnifying Party agrees that the claim Claim is subject to this Article 12 and, if so, whether indemnitor the Indemnifying Party elects to undertake, conduct and control, through counsel of its choosing (but reasonably acceptable to indemnitee the Indemnified Party) and at indemnitor’s its sole risk and expense, the settlement or defense of the claimClaim. If within thirty (30) days after its receipt of the claim Indemnifying Party provides such notice, indemnitor notifies indemnitee that (a) it elects shall have the right to undertake undertake, conduct and control, through counsel of its choosing and at its sole risk and expense, the settlement or defense of the claimClaim, indemnitee and (b) the Indemnified Party shall cooperate with indemnitor the Indemnifying Party in connection therewith therewith, including by making available to indemnitor the Indemnifying Party all relevant information and the testimony of employees and agents’ agents material to the defense of the claimClaim. Indemnitor The Indemnifying Party shall reimburse indemnitee the Indemnified Party for reasonable out-of-pocket costs incurred in connection with such cooperation. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume and control the defense of any Claim if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, and in such event, the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party. The Indemnified Party shall be entitled, at its expense, to participate in any action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. 12.2.2 If Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. 12.2.3 So long as indemnitor the Indemnifying Party is contesting the claim Claim in good faith and with diligence, indemnitee the Indemnified Party shall not pay or settle the claimClaim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee shall have the right to Indemnified Party may pay or settle any claim Claim at any time without the consent of indemnitor; provided that, in such event the Indemnifying Party if it waives any right to indemnification therefor. If indemnitor the Indemnifying Party does not provide a responsive notice within the thirty (30) -day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b)12.2.1, the indemnitee shall Indemnified Party may contest, settle or compromise the Claim at its exclusive discretion, and the Indemnifying Party will be deemed to have waived any claim, defense or argument that the absolute right to control the Indemnified Party’s settlement or defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and Claim is in any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned respect inadequate or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liabilityunreasonable.

Notice of Claims; Procedure. (a) The indemnitee Indemnified Party shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor Indemnifying Party with written notice Notice of the proceedings, claimsClaims, demands or assessments that may be subject to indemnification, which notice Notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claimClaim, a good faith estimate of the amount of Losses Damages and copies of any pleadings or demands from the third party. Indemnitor The Indemnifying Party shall have thirty (30) days Days after its receipt of the claim notice Claim Notice to notify indemnitee the Indemnified Party in writing whether or not indemnitor the Indemnifying Party agrees that the claim Claim is subject to this Article 12 ARTICLE 14 and, if so, whether indemnitor the Indemnifying Party elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s its sole risk and expense, the settlement or defense of the claimClaim. If within thirty (30) days Days after its receipt of the claim noticeClaim Notice, indemnitor notifies indemnitee the Indemnifying Party Notices the Indemnified Party that it elects to undertake the settlement or defense of the claimClaim, indemnitee the Indemnified Party shall cooperate with indemnitor the Indemnifying Party in connection therewith including by making available to indemnitor the Indemnifying Party all relevant information and the testimony of employees and agents’ agents material to the defense of the claimClaim. Indemnitor The Indemnifying Party shall reimburse indemnitee the Indemnified Party for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor the Indemnifying Party is contesting the claim Claim in good faith and with diligence, indemnitee the Indemnified Party shall not pay or settle the claim. Notwithstanding‌ Claim. (b) Notwithstanding the foregoing, indemnitee the Indemnified Party shall have the right to pay or settle any claim Claim at any time without the consent of indemnitor; the Indemnifying Party, provided that, that in such event it waives any right to indemnification therefor. If indemnitor the Indemnifying Party does not provide a responsive notice Notice within the thirty (30) day 30)-day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b)14.4, the indemnitee Indemnified Party shall thereafter have the absolute right to control contest, settle or compromise the Claim at its exclusive discretion, and the Indemnifying Party will be deemed to have waived any Claim, defense or argument that the Indemnified Party’s settlement or defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and Claim is in any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned respect inadequate or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liabilityunreasonable.

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments Losses that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days Days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 16 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days Days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ agents material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day Day period set forth in this Section 12.4(b)0, or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b)0, the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured assumed the defense; provided, however, that that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ Notwithstanding the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 12.4(b1.1.1(b)12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b1.1.1(b)12.4(b), the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required under the insurance policies set forth in Article 13, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.