Common use of Notice of Claims; Procedures Clause in Contracts

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days 30 days after receipt from the Indemnified Party of such the claim or demandreferred to above, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If the an Indemnifying Party assumes the defense, the such Indemnifying Party may not agree shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise or settlement to which shall be permitted hereunder only with the written consent of the Indemnified Party has not consented in writingParty. If the Indemnifying Party elects not to assume the defense or defense, fails to make such an election within the twenty (20) Business Day period, 30-day period or otherwise fails to continue actively and diligently conduct the defense of the Indemnified Party reasonably and in good faithdefense, the Indemnified Party may assume the defense thereof may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, and a recovery against the Indemnified Party suffered by it in good faith that, any such settlement or compromise shall be conclusive in its favor against permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days 30 days after receipt from the Indemnified Party of such the claim or demandreferred to above, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If the an Indemnifying Party assumes the defense, the such Indemnifying Party may not agree shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise or settlement to which shall be permitted hereunder only with the written consent of the Indemnified Party has Party, which consent shall not consented in writingbe unreasonably withheld or delayed. If the Indemnifying Party elects not to assume the defense or fails to make such an election within with the twenty (20) Business Day 30-day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume may, at its option, defend, settle, compromise or pay such action or claim; provided, that, any such settlement or compromise shall be permitted hereunder only with the defense thereof at the expense written consent of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith which consent shall not be conclusive in its favor against the Indemnifying Partyunreasonably withheld or delayed.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third third-party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days 30 days after receipt from the Indemnified Party of such the claim or demandreferred to above, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If the an Indemnifying Party assumes the defense, the such Indemnifying Party may not agree shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise or settlement to which shall be permitted hereunder only with the written consent of the Indemnified Party has Party, which consent shall not consented in writingbe unreasonably withheld or delayed. If the Indemnifying Party elects not to assume the defense or fails to make such an election within with the twenty (20) Business Day 30-day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume may, at its option, defend, settle, compromise or pay such action or claim; provided, that, any such settlement or compromise shall be permitted hereunder only with the defense thereof at the expense written consent of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith which consent shall not be conclusive in its favor against the Indemnifying Partyunreasonably withheld or delayed.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall must be in writing and shall state in general terms the facts upon which such the Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an the Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall must give written notice to the Indemnified Party within twenty (20) Business Days 28 days after receipt of notice from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. Notwithstanding assumption, the Indemnified Party will have the right to participate in the defense, by written notice given to the Indemnifying Party within 15 days from the date of the Indemnifying Party’s notice, provided that participation will be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, in which case the cost of participation (including attorneys fees for counsel selected by the Indemnified Party) will be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defensedefense and the Indemnified Party does not participate, the Indemnifying Party may not agree will have the right to any compromise or settlement fully control and to which settle the proceeding. If the Indemnified Party has elects to participate in the defense, the parties will cooperate in the defense of the proceeding, and must not consented in writingsettle the same without the consent of the other, which consent will not be unreasonably withheld. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faithdefense, the Indemnified Party may assume will have the defense thereof right to do so (at the expense of the Indemnifying Party, ) and a recovery against may settle the Indemnified Party suffered by it in good faith shall be conclusive in its favor against same without the consent of the Indemnifying Party.

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any the Indemnifying Party for indemnification under this Article VIISection 10, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claimclaim and shall pay the amount payable under the claim in accordance with Section 10.7. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.in

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any the Indemnifying Party for indemnification under this Article VIISection 10, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claimclaim and shall pay the amount payable under the claim in accordance with Section 10.7. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIISection 5.1, the claim shall be in writing and shall state in general terms reasonable detail the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, (a) the Indemnified Party shall give written notice of such claim promptly, and in any event within ten (10) Business Days after the Indemnified Party becomes aware of the facts on which the indemnification claim is made and (b) the Indemnifying Party shall give written notice to the Indemnified Party within twenty thirty (2030) Business Days days after receipt from the Indemnified Party of such the claim or demandreferred to above, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If an Indemnifying Party assumes such defense, (x) the Indemnifying Party assumes the shall fully cooperate with such defense, (y) the Indemnifying Party may shall not agree be obligated to any compromise indemnify or settlement to which reimburse the Indemnified Party has for any costs or expenses of defense (unless otherwise agreed in writing by the Indemnifying Party or a conflict of interest exists that would make it inappropriate for the Indemnified Party and Indemnifying Party to be represented by the same counsel) and (z) the Indemnifying Party shall have the right to fully control and settle or compromise the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not consented in writingbe unreasonably withheld, conditioned or delayed, provided that no such consent shall be required if such settlement or compromise does not (i) require the Indemnified Party to make any payment, (ii) contain any equitable relief against the Indemnified Party and (iii) provide for any admission of guilt, liability or wrongdoing on the part of the Indemnified Party. If the Indemnifying Party elects not to assume the defense or fails to make such an election within with the twenty (20) Business Day 30-day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume may, at its option, defend, settle, compromise or pay such action or claim; provided, that, any such settlement or compromise shall be permitted hereunder only with the defense thereof at the expense written consent of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith which consent shall not be conclusive in its favor against the Indemnifying Partyunreasonably withheld, conditioned or delayed.

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any the Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claimclaim and shall pay the amount payable under the claim in accordance with Section 7.08. If the Company or Purchaser, as applicable (each, an “Indemnifying Party Party”) does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty thirty (2030) Business Days calendar days from its receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty thirty (2030) Business Days calendar days after receipt from the Indemnified Party of such claim or demand, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If the an Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day 30-day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any the Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claimclaim and shall pay the amount payable under the claim in accordance with Section 7.07. If the Company or Purchaser, as applicable (each, an “Indemnifying Party Party”) does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIISection 4.6, the claim shall be in writing and shall state in general terms reasonable detail the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, (a) the Indemnified Party shall give written notice of such claim promptly, and in any event within ten (10) Business Days after the Indemnified Party becomes aware of the facts on which the indemnification claim is made and (b) the Indemnifying Party shall give written notice to the Indemnified Party within twenty thirty (2030) Business Days days after receipt from the Indemnified Party of such the claim or demandreferred to above, indicating whether the such Indemnifying Party intends to assume the defense of the claim or demand. If an Indemnifying Party assumes such defense, (x) the Indemnifying Party assumes the shall fully cooperate with such defense, (y) the Indemnifying Party may shall not agree be obligated to any compromise indemnify or settlement to which reimburse the Indemnified Party has for any costs or expenses of defense (unless otherwise agreed in writing by the Indemnifying Party or a conflict of interest exists that would make it inappropriate for the Indemnified Party and Indemnifying Party to be represented by the same counsel) and (z) the Indemnifying Party shall have the right to fully control and settle or compromise the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not consented in writingbe unreasonably withheld, conditioned or delayed, provided that no such consent shall be required if such settlement or compromise does not (i) require the Indemnified Party to make any payment, (ii) contain any equitable relief against the Indemnified Party and (iii) provide for any admission of guilt, liability or wrongdoing on the part of the Indemnified Party. If the Indemnifying Party elects not to assume the defense or fails to make such an election within with the twenty (20) Business Day 30-day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume may, at its option, defend, settle, compromise or pay such action or claim; provided, that, any such settlement or compromise shall be permitted hereunder only with the defense thereof at the expense written consent of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith which consent shall not be conclusive in its favor against the Indemnifying Partyunreasonably withheld, conditioned or delayed.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any an Indemnifying Party for indemnification under this Article VIIindemnification, the claim shall be in writing and shall state in general terms the facts upon which such the Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an the Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty fifteen (2015) Business Days days after receipt of notice from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. Notwithstanding this assumption, the Indemnified Party shall have the right to participate in the defense, by written notice given to the Indemnifying Party within fifteen (15) days from the date of the Indemnifying Party’s notice at the expense of the Indemnifying Party. If there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, the cost of participation (including attorneys fees for counsel selected by the Indemnified Party) shall not be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defensedefense and the Indemnified Party does not participate, the Indemnifying Party may not agree shall have the right to any compromise or settlement to which fully control and settle the proceeding. If the Indemnified Party has elects to participate in the defense, the Parties shall cooperate in the defense of the proceeding, and the Indemnified Party shall not consented in writingsettle the proceeding without the consent of the Indemnifying Party. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faithdefense, the Indemnified Party may assume shall have the defense thereof right to do so (at the expense of the Indemnifying Party), and a recovery against may settle the Indemnified Party suffered by it in good faith shall be conclusive in its favor against proceeding only with the consent of the Indemnifying Party.

Notice of Claims; Procedures. If any an Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VIIVIII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any the Indemnified Party makes any claim against any the Escrow Sellers (the “Indemnifying Party Party”) for indemnification under this Article VIIindemnification, the claim shall be in writing and shall be provided to the Seller Representative on behalf of the Escrow Sellers and shall state in general terms the facts upon which such the Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an the Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty fifteen (2015) Business Days days after receipt of notice from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. Notwithstanding this assumption, the Indemnified Party shall have the right to participate in the defense, by written notice given to the Indemnifying Party within fifteen (15) days from the date of the Indemnifying Party’s notice, provided that participation shall be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, in which case the cost of participation (including attorneys fees for counsel selected by the Indemnified Party) shall be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defensedefense and the Indemnified Party does not participate, the Indemnifying Party may not agree shall have the right to any compromise or settlement to which fully control and settle the proceeding. If the Indemnified Party has elects to participate in the defense, the parties shall cooperate in the defense of the proceeding, and shall not consented in writingsettle the proceeding without the consent of each, which consent shall not be unreasonably withheld. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faithdefense, the Indemnified Party may assume shall have the defense thereof right to do so (at the expense of the Indemnifying Party), and a recovery against may settle the Indemnified Party suffered by it in good faith shall be conclusive in its favor against proceeding without the consent of the Indemnifying Party.

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.