Common use of Notice of Third Party Claims; Assumption of Defense Clause in Contracts

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party in respect of which indemnity may be sought under this Lease (a “Third Party Claim”); provided that the failure of the Indemnified Person to give such notice shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceeding, all of the Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty five (205) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article IX except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) in the proviso of Section 20.39.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.18.05) as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying indemnifying Person of the assertion of any claimclaims, or the commencement of any ProceedingAction, by any Person not a Party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified indemnified Person to give such notice shall not constitute a waiver relieve the indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article VIII except to the extent (if any) that the Indemnifying indemnifying Person shall have been prejudiced thereby. The Indemnifying indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.38.07, to settle or compromise such any Third Party Claim. If the Indemnifying indemnifying Person assumes such defense, the Indemnified indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying indemnifying Person. Whether or not the Indemnifying indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.18.5) as promptly as is reasonably practicable, but in any event no later than twenty thirty (2030) Business Days days after receiving notice thereof, to the Indemnifying Person of the assertion of any claimclaims, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article VIII except to the extent (if any) that the Indemnifying Person shall have been materially prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.38.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties shall cooperate in the defense or prosecution thereof, including making available all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or under the Indemnified Person’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel. If the Indemnifying Person assumes the defense of any Third Party Claim and it is ultimately determined that the Indemnifying Person is not obligated to indemnify, defend or hold the Indemnified Person harmless from and against any Third Party Claim, the Indemnified Person shall reimburse the Indemnifying Person for any and all documented out-of-pocket costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Person in its defense of such Third Party Claim.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days business days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in SECTION 9.4 have been satisfied or do not apply); provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person to give such notice shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that the Indemnifying Person shall have been demonstrates that its defense of such action is prejudiced therebyby its failure to receive timely notice. The Indemnifying Person may, at its own expense, : (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3SECTION 9.6, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a party hereto (a "Third Party Claim") in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article 12 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof. (b) Notwithstanding the foregoing, the Purchaser shall not be entitled to assume or maintain control of the defense of an Other Claim that is attributable or alleged to be attributable to both the Seller's pre -Closing operation of the Business or the Assets and to the Purchaser's post -Closing operation of the Business or the Assets (but shall nevertheless be entitled to participate, at its expense, in the defense of such claim), if the Seller, in its sole discretion, elects to assume control of the defense of such claim; provided, however, that in any such case the Purchaser shall pay its ratable portion (in relation to the comparative responsibility of the parties with respect to the underlying claim) of the fees and expenses of counsel retained by the Seller in connection with such claim. (c) Except as provided in Section 12.6(b), all fees and expenses of counsel incurred in connection with Other Claims shall be the responsibility of the party incurring such fees or expenses, and no Indemnified Party shall be entitled to indemnification for Losses arising from any such claim to the extent such Losses consist of fees and expenses of counsel, regardless of whether the Indemnifying Party has an indemnification obligation for other Losses resulting from such claim. (d) Notwithstanding anything to the contrary contained herein, the procedures contained in this Section 12.6 shall not be applicable to claims for payment of Petrolia Response Action Costs or Netherlands Response Action Costs under Section 12.9.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty thirty (2030) Business Days days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim); provided provided, however, that the failure of the Indemnified Person to so give such notice shall not constitute a waiver of prevent an Indemnified Person from claiming indemnification with respect to such Indemnified Person’s rights claim only if, and remedies under this Lease except only to the extent (if any) that that, such failure results in the forfeiture of rights and defenses otherwise available with respect to such claim or otherwise results in actual prejudice to the Indemnifying Person shall have been prejudiced therebyPerson. The Indemnifying Person may, at its own expense, (a1) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b2) so long as the claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person and does not involve reputational or precedential issues that, in the reasonable judgment of Buyer, could be materially detrimental to Buyer or the Acquired Companies, upon written notice to the Indemnified Person given within thirty (30) days of the Indemnifying Person, at any time during ’s receipt of the course notice of any such Third Party Claimcommencement thereof, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claim. If for so long as the Indemnifying Person assumes admits complete financial responsibility for such defenseclaim, the Indemnified Person shall have the right (but not the duty) to participate suit, action or proceeding in writing and then conducts the defense thereof of such claim actively, diligently and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceeding, all of the Parties shall cooperate in the defense or prosecution thereofgood faith.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) as As promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days practicable after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which indemnity indemnification may be sought under this Lease Agreement (a “Third Party Claim”), but in any event no later than ten (10) Business Days after receiving notice of such Third Party Claim, the Indemnified Person shall deliver a Claim Notice (in the form and substance contemplated by Section 7.5(a)) to the Indemnifying Person in respect of such Third Party Claim; provided provided, however, that the failure of the Indemnified Person to timely give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Agreement except to the extent (if any) that the Indemnifying Person shall have been is prejudiced therebyby such failure. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume and control the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.37.7, to settle or compromise such Third Party Claim; provided that the Indemnifying Person obtain, as a condition of any settlement or other compromise, a complete release of the Indemnified Person subject to such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. If the Indemnifying Person elects not to assume the defense of such Third Party Claim and the Indemnified Person defends against or otherwise deals therewith, the Indemnified Person may employ counsel, at the expense of the Indemnifying Person, which counsel shall be reasonably acceptable to the Indemnifying Person, and control the defense of such Proceeding; provided, however, that the Indemnifying Person shall be obligated to pay for only one firm of counsel for all Indemnified Persons, unless, in the reasonable opinion of legal counsel of the Indemnified Persons, a conflict of interests requires employing more than one firm. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties shall, and shall cause their respective Affiliates to, cooperate in the defense or prosecution thereofof such Third Party Claim, including by providing or making available to the Indemnifying Person all witnesses, pertinent records, materials and information relating thereto in the Indemnified Person’s possession or under the Indemnified Person’s control (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel. If the Indemnifying Person assumes the defense of any Third Party Claim and it is ultimately determined by a final Order of a competent court that the Indemnifying Person is not obligated to indemnify, defend, or hold the Indemnified Person harmless from and against such Third Party Claim under this Article VII, the Indemnified Person shall reimburse the Indemnifying Person for any and all documented out-of-pocket costs and expenses (including court costs and reasonable attorney fees) incurred by the Indemnifying Person in its defense of such Third Party Claim.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine whether the limitations in Section 12.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty five (205) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article VIII except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.38.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, practicable to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided that the failure of the Indemnified Person to give such which notice shall not constitute a waiver specify in reasonable detail the nature and amount of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that claim together with such information as may be necessary for the Indemnifying Person shall to determine that the limitations in Section 9.4 have been prejudiced therebysatisfied or do not apply). The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.39.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, practicable to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person person not a Party party hereto in respect of which indemnity may be sought under this Lease (a “Third Party Claim”)Agreement; provided that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article XIII, except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b) upon written notice to the Indemnified Person and the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 13.2 or 13.3 for all Losses arising out of such claim, suit, action or proceeding and that the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause thereof; provided that (i) of Section 20.3the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, to settle or compromise such Third Party Claim. If and (ii) the Indemnifying Person assumes such defense, shall thereafter consult with the Indemnified Person shall have upon the right (but not the duty) Indemnified Person's reasonable request for such consultation from time to participate in the defense thereof and time with respect to employ counselsuch claim, at its own expensesuit, separate from the counsel employed by the Indemnifying Person. Whether action or not the Indemnifying Person chooses to defend or prosecute any such Proceeding, all of the Parties shall cooperate in the defense or prosecution thereof.60

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice as soon as possible (in the form and substance contemplated by Section 20.1) as promptly as is reasonably practicable, but in any event no later than twenty within ten (20) Business Days 10)days after receiving notice thereof, ) give written notice to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease (a “Third Party Claim”)Agreement; provided provided, that the failure of the Indemnified Person to give notice within such notice ten-day period shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that relieve the Indemnifying Person shall have been prejudiced of its obligations under this Article XIV unless the Indemnifying Person can prove actual prejudice thereby. The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claimchoice. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days business days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person to give such notice shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that the Indemnifying Person shall have been demonstrates that its defense of such action is prejudiced therebyby its failure to receive timely notice. The Indemnifying Person may, at its own expense, : (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.39.6, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying Person Party of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Party Claim”to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person Party to give such notice shall not constitute a waiver relieve the Indemnifying Party of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person Party shall have been prejudiced thereby. The Indemnifying Person Party may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified PersonParty, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty. Whether or not the Indemnifying Person Party chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.112.5) as promptly as is reasonably practicable, but in any event no later than twenty (20) 10 Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party other than the Sellers or the Purchaser in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article 12 (or Section 6.5 or Article 11, as the case may be) except to the extent (if any) that the Indemnifying Person shall have been actually prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonPerson (subject to the foregoing provisions of this Section 12.6). If the Indemnifying Party (i) shall fail to notify the Indemnified Party of its intent to exercise its rights to defend any Third Party Claim within 30 days after receipt of any Claim Notice with respect thereto or (ii) after commencing or undertaking any such defense or settlement, fails to diligently pursue or withdraws from such defense or settlement, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. The Indemnified Party shall not, however, settle any Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld), absent which all rights against the Indemnifying Party for indemnification with respect to such Third Party Claim shall terminate and be deemed waived. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties Sellers and the Purchaser shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.19.5(a)) as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claimclaims, or the commencement of any Proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article IX except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.39.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.110.5) as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claimclaims, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which claims for indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Agreement except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.310.7, to settle or compromise such Third Party Claim, provided that the Indemnifying Person obtain as a condition of any settlement or other compromise, a complete release of the Indemnified Person subject to such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof, including all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or under the Indemnified Person’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel.