Common use of Notice of Claims Third Party Claims Clause in Contracts

Notice of Claims Third Party Claims. (a) A Buyer Indemnitee that may be entitled to be indemnified under this Article 9 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any event, occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened Action asserted by a third party against any Indemnified Party, such Action being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Action; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 9 except to the extent (if any) that the Indemnifying Party is actually materially prejudiced by such failure. (b) The Indemnifying Party shall be entitled to control the defense of all Third-Party Claims only to the extent the Indemnifying Party diligently pursues such defense. Notwithstanding the foregoing, if (i) within twenty (20) days of receipt of the notice in respect of a Third-Party Claim as contemplated by Section 9.2(a), the Indemnifying Party does not elect in writing to defend a Third-Party Claim, (ii) both the Indemnifying Party and any Indemnified Party are parties to or subjects of such Third-Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party or (iii) the Third-Party Claim is reasonably likely to establish a precedential custom or practice that is detrimental to the continuing business interests of the Indemnified Party, Buyer may, at its option, defend, settle or otherwise compromise or pay such Third-Party Claim; provided, however, that, Buyer shall not settle, compromise or discharge, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that such consent of Seller shall be deemed to be unreasonably withheld, conditioned or delayed if the Third-Party Claim would reasonably be expected to have a material and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of such Third-Party Claim shall be promptly reimbursed by the Indemnifying Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Action, to the extent not resulting in any waiver of attorney-client privilege or violation of any applicable Law. In addition, the parties hereto shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party Claim. If the Indemnifying Party elects to defend any such Third-Party Claim in accordance with this Section 9.2(b), then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless such compromise or settlement provides for a full and complete written release of the Indemnified Party and relates solely to monetary damages for which the Indemnified Party is fully indemnified hereunder. (c) Subject to the third sentence of Section 9.2(b), all amounts owed by the Indemnifying Party to the Indemnified Party (if any) shall be paid in full within five (5) Business Days after a final judgment (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed. (d) No indemnification or reimbursement payment shall be made hereunder unless a claim is initiated (or notice given) prior to the expiration of the applicable survival period set forth in Section 10.1.

Notice of Claims Third Party Claims. (a) A Buyer Indemnitee that may be entitled to be indemnified under this Article 9 Any Person (the an “Indemnified PartyIndemnitee”) shall promptly notify the party liable making a claim for such indemnification (the “Indemnifying Party”) in writing of any event, occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement ARTICLE 7 shall notify the indemnifying party (including a pending an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, Proceeding, Tax Matter, investigation or threatened Action asserted other claim against it (if by a third party against any Indemnified Party, such Action being a “Third-Party Claim”party), describing in reasonable detail the facts claim, the amount thereof (if known and circumstances with respect to quantifiable) and the subject matter of such Actionbasis thereof; provided, however, that the failure of the Indemnitee to provide such give prompt notice shall not release the Indemnifying Party from any Indemnitor of its indemnification obligations under this Article 9 hereunder, except to the extent (if any) that the Indemnifying Party is actually materially Indemnitor shall have been prejudiced by such failure. (b) . The Indemnifying Party Indemnitor shall be entitled to participate in the defense of such action, lawsuit, Proceeding, Tax Matter, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and, unless such matters could reasonably be expected to result in Parent Losses or Purchaser Losses (as the case may be) in excess of twice the Cap applicable to such Parent Losses or Purchaser Losses or involve injunctive relief, at its option shall be entitled to assume and control the defense thereof, including by appointing counsel of all Third-Party Claims only its choice reasonably acceptable to the extent Indemnitee to be the Indemnifying Party diligently pursues lead counsel in connection with such defense. Notwithstanding the foregoing, if (i) within twenty (20) days of receipt of the notice in respect of a Third-Party Claim as contemplated by Section 9.2(a), the Indemnifying Party does not elect in writing to defend a Third-Party Claim, (ii) both the Indemnifying Party and any Indemnified Party are parties to or subjects of such Third-Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party or (iii) the Third-Party Claim is reasonably likely to establish a precedential custom or practice that is detrimental to the continuing business interests of the Indemnified Party, Buyer may, at its option, defend, settle or otherwise compromise or pay such Third-Party Claim; provided, however, thatthat the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, Buyer further, that the fees and expenses of such separate counsel employed by the Indemnitee shall not settlebe borne solely by the Indemnitee. If the Indemnitor shall control the defense of any such claim then the Indemnitor shall be entitled to settle or compromise such claim; provided, compromise or dischargehowever, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 without the Indemnitor shall obtain the prior written consent of Sellerthe Indemnitee before entering into any settlement or compromise of a claim or ceasing to defend such claim unless (i) such settlement or compromise expressly and unconditionally releases the Indemnitee from all liabilities and obligations with respect to such claim, (ii) no injunctive or other equitable relief will be imposed against the Indemnitee pursuant to or as a result of such settlement, compromise or cessation and (iii) such settlement or compromise could not adversely affect any Tax liability of the Indemnitee. If the Indemnitor elects to not control the defense of any such claim then the Indemnitee shall be entitled to settle such claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor before entering into any settlement or compromise of such claim or ceasing to defend such claim, unless (i) such settlement or compromise expressly and unconditionally releases the Indemnitor from all liabilities and obligations with respect to such claim, (ii) no injunctive or other equitable relief will be imposed against the Indemnitor pursuant to or as a result of such settlement or cessation, (iii) Indemnitee waives its indemnification rights against Indemnitor in relation to the relevant claim and (iv) such settlement or compromise could not adversely affect any Tax liability of the Indemnitor, in which case the consent of Indemnitor shall not be required. All consents and approvals required to be given under this Section 7.5(a) shall not be unreasonably withheld, delayed or conditioned or delayed; provided, further, that by the party from whom such consent or approval is sought. (b) Each Indemnitor and Indemnitee shall reasonably cooperate in the defense or prosecution of Seller any action, lawsuit, Proceeding, Tax Matter, investigation or other claim that may give rise to an indemnification obligation under this ARTICLE 7, which cooperation shall be deemed to be unreasonably withheld, conditioned or delayed if the Third-Party Claim would reasonably be expected to have a material and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of such Third-Party Claim shall be promptly reimbursed by the Indemnifying Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Actioninclude, to the extent not resulting in reasonably requested by any waiver such Indemnitor or Indemnitee, the retention, and the prompt provision to the other, of attorney-client privilege records and information reasonably relevant to such action, lawsuit, Proceeding, Tax Matter, investigation or violation other claim or to such defense or prosecution, and making employees of such Indemnitor and/or Indemnitee (as applicable) and its Affiliates available on a mutually convenient basis to provide additional information and explanation of any applicable Law. In addition, the parties hereto shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party Claim. If the Indemnifying Party elects to defend any such Third-Party Claim in accordance with this Section 9.2(b), then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless such compromise or settlement provides for a full and complete written release of the Indemnified Party and relates solely to monetary damages for which the Indemnified Party is fully indemnified materials provided hereunder. (c) Subject to the third sentence of Section 9.2(b), all amounts owed by the Indemnifying Party to the No Parent Indemnified Party or Purchaser Indemnified Party shall knowingly take any action which prejudices the defense of any claim subject to indemnification hereunder or induces a third party to assert a claim subject to indemnification hereunder unless the primary motive or purpose of such action is a legitimate business purpose (if any) shall be paid in full within five (5) Business Days after a final judgment (without further right disregarding, for the purpose of appeal) determining the amount owed is renderedlegitimacy of such business purpose, or after a final settlement or agreement as to the amount owed is executedeffect of any indemnification rights under this ARTICLE 7). (d) No indemnification As soon as reasonably practicable following the delivery of written notice of a Tax Matter pursuant to Section 7.5(a) hereof, Parent and CMB SAS shall make a determination as to whether such Tax Matter constitutes a Parent Controlled Tax Matter, a Purchaser Controlled Tax Matter, or reimbursement payment a Jointly Controlled Tax Matter. Parent Indemnifying Persons shall have the right, at their expense, to control, in whole or in part, any Parent Controlled Tax Matter and Purchaser Indemnified Persons shall have the right, at their expense, to control, in whole or in part, any Purchaser Controlled Tax Matter. Parent Indemnifying Persons and the Purchaser Indemnified Persons, together, shall have the right, each covering its own expenses, to control jointly any Jointly Controlled Tax Matter; provided, however, that in the case of any particular Jointly Controlled Tax Matter, Parent Indemnifying Persons and Purchaser Indemnified Persons may mutually agree, but are not compelled to reach agreement, to designate the Tax Matter as either a Parent Controlled Tax Matter or a Purchaser Controlled Tax Matter. (e) In the case of a Parent Controlled Tax Matter, (i) the Parent, or the relevant Parent Indemnifying Person, shall use good faith efforts in the defense or contest of such Tax Matter and provide, or cause to be made hereunder unless a claim is initiated (provided, to CMB SAS copies of all correspondence received from or notice given) prior delivered to the expiration Tax Authority in connection with such Tax Matter, (ii) CMB SAS, or the relevant Purchaser Indemnified Person, shall have the right to participate in any such Tax Matter at its own expense, and shall provide cooperation and assistance to the Parent or the relevant Parent Indemnifying Person in connection with such defense or contest as may be reasonably requested by the Parent or the relevant Parent Indemnifying Person, and (iii) the Parent, or the relevant Parent Indemnifying Person, shall not settle such Tax Matter without the consent of CMB SAS, which consent shall not unreasonably be withheld or delayed. (f) In the case of a Purchaser Controlled Tax Matter, (i) CMB SAS, or the relevant Purchaser Indemnified Person, shall use good faith efforts in the defense or contest of such Tax Matter and provide, or cause to be provided, to the Parent copies of all correspondence received from or delivered to the Tax Authority in connection with such Tax Matter, (ii) the Parent, or the relevant Parent Indemnifying Person, shall have the right to participate in any such Tax Matter at its own expense, and shall provide cooperation and assistance to CMB SAS, or the relevant Purchaser Indemnified Person, in connection with such defense or contest as may be reasonably requested by CMB SAS, or the relevant Purchaser Indemnified Person, and (iii) CMB SAS, or the relevant Purchaser Indemnified Person, shall not settle such Tax Matter without the consent of the applicable survival period set forth Parent, which consent shall not unreasonably be withheld or delayed. (g) In the case of a Jointly Controlled Tax Matter, (i) each of the Parent, or the relevant Parent Indemnifying Person, on the one hand, and CMB SAS, or the relevant Purchaser Indemnified Person, on the other, shall use good faith efforts cooperate, provide assistance, and jointly defend or contest such Tax Matter and provide, or cause to be provided, to each other copies of all correspondence received from or delivered to the Tax Authority in Section 10.1connection with such Tax Matter, and (ii) neither the Parent, or the relevant Parent Indemnifying Person, on the one hand, nor CMB SAS, or the relevant Purchaser Indemnified Person, on the other, shall settle such Tax Matter without the consent of the other party, which consent shall not unreasonably be withheld or delayed.

Notice of Claims Third Party Claims. (a) A Buyer Indemnitee that may be If any person or entity entitled to be indemnified under this Article 9 indemnification pursuant to Section 9.2 hereof (the an “Indemnified Party”) (i) receives notice of any claim, action, suit or proceeding by a third party other than a Tax Contest (which shall be governed by Section 10.5(f)) (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim, in each case which such Indemnified Party reasonably believes may give rise to a claim for indemnification from a Responsible Party hereunder and if such Indemnified Party intends to seek indemnity with respect thereto under this ARTICLE IX, such Indemnified Party shall promptly notify the party liable for obligated to indemnify such indemnification Indemnified Party (or, in the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify Seller) (such notified party, the “Indemnifying Responsible Party”) in writing of any event, occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened Action asserted by a third party against any Indemnified Party, such Action being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Actionclaims; provided, however, provided that the failure to provide such notice so notify shall not release relieve the Indemnifying Responsible Party from any of its obligations under this Article 9 hereunder, except to the extent (if any) that the Indemnifying Responsible Party is actually materially prejudiced by such failurethereby. (b) The Indemnifying Responsible Party will be entitled, by notice delivered to the Indemnified Party within 30 days of the receipt of notice of any Third Party Claim, to contest, defend, litigate or settle any Third Party Claim. The Indemnified Party shall have the right to participate in (but not control), and to be entitled to control represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Responsible Party. (c) The Responsible Party, if it shall have assumed the defense of all Third-any Third Party Claims only to the extent the Indemnifying Party diligently pursues such defense. Notwithstanding the foregoingClaim as provided in this Agreement, if shall (i) within twenty (20) days conduct the defense of receipt of the notice in respect of a Third-such Third Party Claim as contemplated by Section 9.2(a), with reasonable diligence and keep the Indemnifying Indemnified Party does not elect reasonably informed of material developments in writing to defend a Third-the Third Party Claim, Claim that materially affect the Indemnified Party and (ii) both not consent to a settlement of, or the Indemnifying Party and entry of any Indemnified Party are parties to or subjects of judgment arising from, any such Third-Third Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party or (iii) the Third-Party Claim is reasonably likely to establish a precedential custom or practice that is detrimental to the continuing business interests of the Indemnified Party, Buyer may, at its option, defend, settle or otherwise compromise or pay such Third-Party Claim; provided, however, that, Buyer shall not settle, compromise or discharge, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 without the prior written consent of Seller, the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, furtherhowever, that such consent of Seller shall be deemed to be unreasonably withheldthe Responsible Party may, conditioned or delayed if the Third-Party Claim would reasonably be expected to have a material and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of such Third-Party Claim shall be promptly reimbursed by the Indemnifying Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Action, to the extent not resulting in any waiver of attorney-client privilege or violation of any applicable Law. In addition, the parties hereto shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party Claim. If the Indemnifying Party elects to defend any such Third-Party Claim in accordance with this Section 9.2(b), then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless Party, consent to such compromise a settlement or settlement provides for a full and complete written entry of judgment to the extent it (x) includes an unconditional release of the Indemnified Party and relates solely to of all liability (including, for the avoidance of doubt, any monetary damages for which or injunctive relief) with respect to such Third Party Claim and (y) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party. (d) If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Responsible Party fails to accept a tender of, or assume the defense of, a Third Party Claim pursuant to this Section 9.3, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, and (with the prior written consent of the Responsible Party, not to be unreasonably withheld, conditioned or delayed) may settle such Third Party Claim either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided, however, that prior to any such settlement, written notice of its intention to settle is fully indemnified hereunder. (c) Subject given to the third sentence of Section 9.2(b), all amounts owed by Responsible Party and the Indemnifying Responsible Party gives its prior written consent to the Indemnified Party (if any) which consent shall not be paid in full within five (5) Business Days after a final judgment (without further right of appeal) determining the amount owed is renderedunreasonably withheld, conditioned or after a final settlement or agreement as to the amount owed is executeddelayed). (de) No indemnification or reimbursement payment Any Indemnified Party shall cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third Party Claim and any appeal arising therefrom and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be made hereunder unless a claim is initiated (or notice given) prior reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the expiration Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party of, records and information which have been identified by the Responsible Party as being reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties shall cooperate with each other in any notifications to insurers. (f) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (g) The parties agree that the provisions in this Agreement relating to indemnification, and the limits imposed on Buyer Indemnitees’ or Seller Indemnitee’ remedies with respect to this Agreement and the transactions contemplated hereby, were specifically bargained for between sophisticated parties (after consultation with their advisors) and were specifically taken into account in the determination of the applicable survival period set forth in amounts to be paid to Seller hereunder. (h) In the event of any conflict between this Section 10.19.3 and Section 10.5(f), Section 10.5(f) shall control.

Notice of Claims Third Party Claims. (a) A Buyer Indemnitee that may be entitled to be indemnified under this Article 9 IX (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any event, occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened Action asserted by a third party against any Indemnified Party, such Action being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Action; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 9 IX except to the extent (if any) that the Indemnifying Party is actually materially prejudiced by such failure; provided, further, that any notices to be delivered by any Indemnified Party to (i) Buyer pursuant to this Section 9.2 shall be delivered to Buyer by and through the Sellers’ Representative and (ii) the Sellers pursuant to this Section 9.2 shall be delivered to the Sellers’ Representative. (b) The Indemnifying Party shall be entitled to control the defense of all Third-Party Claims only to the extent the Indemnifying Party diligently pursues such defense. Notwithstanding the foregoing, if (i) within twenty (20) days of receipt of the notice in respect of a Third-Party Claim as contemplated by Section 9.2(a), the Indemnifying Party does not elect in writing to defend a Third-Party Claim, (ii) both the Indemnifying Party and any Indemnified Party are parties to or subjects of such Third-Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party, (iii) the Third Party Claim is a Mortgage Repurchase Claim or (iiiiv) the Third-Party Claim is reasonably likely to establish a precedential custom or practice that is detrimental to the continuing business interests of the Indemnified Party, Buyer may, at its option, defend, settle or otherwise compromise or pay such Third-Party Claim; provided, however, that, Buyer shall not settle, compromise or discharge, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 IX without the prior written consent of Sellerthe Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that such consent of Seller the Sellers’ Representative shall be deemed to be unreasonably withheld, conditioned or delayed if the Third-Party Claim would reasonably be expected to be have a material and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the any Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of such Third-Party Claim shall be promptly reimbursed by the Indemnifying Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Action, to the extent not resulting in any waiver of attorney-client privilege or violation of any applicable Law. In addition, the parties hereto shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party Claim. If the Indemnifying Party elects to defend any such Third-Party Claim in accordance with this Section 9.2(b), then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless such compromise or settlement provides for a full and complete written release of the Indemnified Party and relates solely to monetary damages for which the Indemnified Party is fully indemnified hereunder. (c) Subject to the third sentence of Section 9.2(b), all amounts owed by the Indemnifying Party to the Indemnified Party (if any) shall be paid in full within five (5) Business Days after a final judgment (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed. (d) No indemnification or reimbursement payment shall be made hereunder unless a claim is initiated (or notice given) prior to the expiration of the applicable survival period set forth in Section 10.1.

Notice of Claims Third Party Claims. (a) A Buyer Indemnitee that may be entitled If any third party shall notify any party to be indemnified under this Article 9 Agreement (the “Indemnified Party”) shall promptly notify the with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other party liable for such indemnification to this Agreement (the “Indemnifying Party”) in writing of any event), occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that then the Indemnified Party has determined has given or would reasonably be expected to give rise to a right shall notify in writing each Indemnifying Party thereof promptly and provide details of indemnification under this Agreement (including a pending or threatened Action asserted by a third party against any Indemnified Party, such Action being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Actionmatter; provided, however, that no reasonable delay on the failure to provide such notice part of the Indemnified Party in notifying any Indemnifying Party shall not release relieve the Indemnifying Party from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced by the delay. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its obligations under this Article 9 except choice (or counsel selected by any insurer providing defense) reasonably satisfactory to the extent Indemnified Party so long as (if anyi) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is actually materially prejudiced will indemnify the Indemnified Party from and against any and all Losses resulting from, arising out of, relating to, in the nature of, or caused by such failure. (b) The Indemnifying Party shall be entitled to control the defense of all Third-Party Claims only to the extent the Indemnifying Party diligently pursues such defense. Notwithstanding the foregoing, if (i) within twenty (20) days of receipt of the notice in respect of a Third-Party Claim as contemplated by Section 9.2(a), the Indemnifying Party does not elect in writing to defend a Third-Third Party Claim, (ii) both the Indemnifying Party and any provides the Indemnified Party are parties with evidence reasonably acceptable to or subjects of such Third-the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party or fulfill its indemnification obligations hereunder, (iii) the Third-Third Party Claim involves only money damages and does not seek an injunction or other equitable relief (unless any insurer providing defense also is defending such claims for equitable relief to the good faith reasonable satisfaction of the Indemnified Party), (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is reasonably not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice that is detrimental adverse to the continuing business interests of the Indemnified Party, Buyer may, at and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may participate in the defense of such claim with co-counsel of its option, defend, settle or otherwise compromise or pay choice to the extent that the Indemnified Party believes in its sole discretion that such Third-Party Claimmatter shall affect its ongoing business; provided, however, that, Buyer shall not settle, compromise or discharge, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that such consent of Seller shall be deemed to be unreasonably withheld, conditioned or delayed if the Third-Party Claim would reasonably be expected to have a material fees and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all expenses of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out counsel shall be at the expense of the defense, settlement or compromise of such Third-Indemnified Party Claim shall be promptly reimbursed by unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party has failed to assume the defense and employ counsel as provided herein or (C) a claim shall have been brought or asserted against the Indemnifying Party as well as the Indemnified Party. Each , and such Indemnified Party shall make have been advised in writing by counsel that there may be one or more factual or legal defenses available to it that are in conflict with those available to the Indemnifying Party, in which case such co-counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one separate principal counsel (and any appropriate local counsel) for all information Indemnified Parties. Subject to the preceding sentence, if the Indemnifying Party’s insurer is engaged in the defense of a claim, the Indemnified Party shall attempt, in good faith, to use reasonable efforts, in connection with any participation by the Indemnified Party in the defense of such claim, not to materially interfere with the insurer’s defense of the claim. If, within such 15-day period, the Indemnifying Party does not assume the defense of such matter or fails to defend the matter in the manner set forth above, the Indemnified Party may defend against the matter in any manner that it reasonably available may deem appropriate and may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to such matter without the consent of the Indemnifying Party and the Indemnifying Party will reimburse the Indemnified Party relating to promptly and periodically for the costs of defending against such Action, claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer to the extent resulting from, arising out of, relating to, or caused by the claim to the fullest extent provided herein. (b) If an Indemnified Party’s notice of indemnification does not resulting in any waiver relate to a claim or the commencement of attorney-client privilege an action or violation of any applicable Law. In additionproceeding by a third party, the parties hereto Indemnifying Party shall render have thirty (30) days after receipt of such notice to each other object to the subject matter and the amount of the claim for indemnification set forth in such assistance as may reasonably be requested in order notice by delivering written notice thereof to ensure the proper and adequate defense of any such Third-Party ClaimIndemnified Party. If the Indemnifying Party elects to defend any does not so object within such Third30-Party Claim in accordance with this Section 9.2(b)day period, then the Indemnified Party it shall be entitled conclusively deemed to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless such compromise or settlement provides for a full and complete written release of the Indemnified Party and relates solely to monetary damages for which the Indemnified Party is fully indemnified hereunder. (c) Subject have agreed to the third sentence of Section 9.2(b), all amounts owed by the Indemnifying Party to the Indemnified Party (if any) shall be paid in full within five (5) Business Days after a final judgment (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed. (d) No indemnification or reimbursement payment shall be made hereunder unless a claim is initiated (or notice given) prior to the expiration of the applicable survival period matters set forth in Section 10.1such notice of indemnification.