Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek indemnification under this Article VI, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek indemnification under this Article VIVII, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI VII except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitorindemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced againstclaim is asserted by any person not a party, or an affiliate or a Representative of a party, to this Agreement against an indemnified party under this Agreement (any such claim or demand shall be asserted against Buyer or Seller, in respect of which being a “Third Party Claim”) and such indemnified party (Buyer or Seller) proposes intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall give notice of the Third Party Claim to the indemnifying party as soon as practicable after the indemnified party has reason to believe that the indemnifying party will have an indemnification obligation with respect to such Third Party Claim, accompanied by copies of all papers that have been served on the indemnified party with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim (if reasonably attainable) and the basis of the indemnified party’s request for indemnification under this Article VI, Agreement. The failure of the indemnified party seeking indemnification (to so notify the "Indemnitee") indemnifying party of the Third Party Claim shall give prompt notice thereof not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the other extent that the indemnifying party (demonstrates that the "Indemnitor"), and shall permit failure of the Indemnitor, at indemnified party to promptly notify it of such Third Party Claim prejudiced its sole cost and expense, ability to assume the defense of any defend such claim or any litigation resulting therefromThird Party Claim; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee the indemnified party to give notice as provided herein notify the indemnifying party shall not relieve the Indemnitor of its obligations indemnifying party from any liability which it may have to the indemnified party otherwise than under this Article VI except Agreement. Thereafter, the indemnified party shall deliver to the extent indemnifying party, within five business days after the indemnified party’s receipt thereof, copies of all written notices and documents (including court papers but excluding any materials that the Indemnitor is actually prejudiced by such failure are subject to give notice. Failure any applicable privilege or that constitute attorney work product) received by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent indemnified party relating to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereofThird Party Claim.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a The party (Buyer or Seller) proposes to seek seeking indemnification under this Article VI, the party seeking indemnification VI (the "Indemnitee") shall give prompt notice thereof to shall, within thirty (30) days of receipt, provide the other party from whom indemnification is sought (the "Indemnitor")) with notice of all third party actions, suits, proceedings, claims, demands or assessments which may be subject to the indemnification provisions of this Article VI (collectively, "Third Party Claims") brought at any time following the Closing Date, and shall permit the Indemnitor, at its sole cost and expense, otherwise make available all relevant information material to assume the defense of any Third Party Claims. The Indemnitor shall have the right to defend any such Third Party Claim at its sole expense. Where such Third Party Claim affects the interests of the Indemnitee, the Indemnitee may elect to participate in (but not control) the defense of such claim or any litigation resulting therefromat its sole expense; provided, howeverthat the Indemnitor shall pay the Indemnitee's expenses (including reasonable attorneys' fees and expenses) if the Indemnitor's counsel would be inappropriate due to a conflict of interest between the Indemnitee and any party represented by such counsel with respect to such claim. No claim shall be settled or compromised without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall be reasonable for the Indemnitee to decline to consent to any settlement or compromise that does not include as a condition thereof a release of all claims against such Indemnitee) unless the Indemnitee shall have failed, after the optionlapse of a reasonable time, at its own expensebut in no event more than thirty (30) days, after notice to participate it of such proposed settlement to notify the Indemnitor or the Indemnitee's objection thereto. The Indemnitee's failure to give timely notice or to provide copies of documents or to furnish relevant data in the defense thereof; and provided further, that the failure connection with any Third Party Claim shall not constitute a basis for reduction of any Indemnitee to give notice as provided herein shall not relieve claim for indemnification by the Indemnitor of its obligations under this Article VI Indemnitee, except to the extent that the Indemnitor is actually prejudiced by such failure shall result in any material prejudice to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right Indemnitor's ability to defend such actionclaim. In Further, where the Indemnitor has undertaken the defense of such claim or any litigation resulting therefroma Third Party Claim, the Indemnitee, recognizing its community of interest with the Indemnitor shall not, without in the written consent resolution of the Indemnitee: (a) consent claim, shall provide such reasonable support to the entry of any judgment, or (b) enter into any settlement which does not include Indemnitor as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such paymentreasonably requested, including affidavits, documents and testimony. If the Indemnitor fails to assume the defense The cost of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount reasonable out of all expenses, legal or otherwise, pocket expenses incurred by the Indemnitee in connection with providing such support to the defense against or settlement of such claim or litigationIndemnitor shall be reimbursed to the Indemnitee by the Indemnitor. If no settlement is madethe Indemnitor declines to defend any Third Party Claim, the Indemnitor shall promptly reimburse pay all of the Indemnitee for the amount of any judgment rendered with respect Indemnitee's expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereofThird Party Claim.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced againstclaim is asserted by any person not a party, or an affiliate or a Representative of a party, to this Agreement against an indemnified party under this Agreement (any such claim or demand shall be asserted against Buyer or Seller, in respect of which being a "Third Party Claim") and such indemnified party (Buyer or Seller) proposes intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall give notice of the Third Party Claim to the indemnifying party as soon as practicable after the indemnified party has reason to believe that the indemnifying party will have an indemnification obligation with respect to such Third Party Claim, accompanied by copies of all papers that have been served on the indemnified party with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim (if reasonably attainable) and the basis of the indemnified party's request for indemnification under this Article VI, Agreement. The failure of the indemnified party seeking indemnification (to so notify the "Indemnitee") indemnifying party of the Third Party Claim shall give prompt notice thereof not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the other extent that the indemnifying party (demonstrates that the "Indemnitor"), and shall permit failure of the Indemnitor, at indemnified party to promptly notify it of such Third Party Claim prejudiced its sole cost and expense, ability to assume the defense of any defend such claim or any litigation resulting therefromThird Party Claim; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee the indemnified party to give notice as provided herein notify the indemnifying party shall not relieve the Indemnitor of its obligations indemnifying party from any liability which it may have to the indemnified party otherwise than under this Article VI except Agreement. Thereafter, the indemnified party shall deliver to the extent indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all written notices and documents (including court papers but excluding any materials that the Indemnitor is actually prejudiced by such failure are subject to give notice. Failure any applicable privilege or that constitute attorney work product) received by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent indemnified party relating to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereofThird Party Claim.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer Buyer, Seller, or SellerCUCC, in respect of which a party (Buyer Buyer, Seller, or SellerCUCC) proposes to seek indemnification under this Article VI, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or (a) In the event any claim or demand shall be for which any Seller Indemnified Party or Purchaser Indemnified Party (the “Indemnified Party”) may have liability is asserted against Buyer or Sellersought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) in writing describing such Third-Party Claim, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such amount or estimated amount, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any action at law or suit in equity is instituted by or against a third party (Buyer or Seller) proposes with respect to which the Indemnified Party intends to seek indemnification indemnity under this Article VIVIII, the party seeking indemnification (Indemnified Party shall promptly notify the "Indemnitee") shall give prompt notice thereof to Indemnifying Party of such action or suit. A failure by the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee Indemnified Party to give notice as provided herein and to tender the conduct or defense of the action or suit in a timely manner pursuant to this Section 8.3 shall not relieve limit the Indemnitor obligation of its obligations the Indemnifying Party under this Article VI VIII, except (i) to the extent that the Indemnitor such Indemnifying Party is actually and materially prejudiced by such failure to give such notice, and (ii) to the extent notice of the claim has not been given pursuant to this Section 8.3(a) prior to the expiration of the applicable period provided in Section 8.4. Failure The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days as set forth in the notice of the claim as may be required by court proceeding in the Indemnitor event of a litigated matter) after receipt of the notice of the claim (the “Notice Period”) to notify the Indemnitee of its election Indemnified Party that it desires to defend any the Indemnified Party against such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereofThird-Party Claim.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a The party (Buyer or Seller) proposes to seek seeking indemnification under this Article VI, the party seeking indemnification VI (the "Indemnitee") shall give prompt notice thereof to shall, within thirty (30) days of receipt, provide the other party from whom indemnification is sought (the "Indemnitor")) with notice of all third party actions, suits, proceedings, claims, demands or assessments which may be subject to the indemnification provisions of this Article VI (collectively, "Third Party Claims") brought at any time following the Closing Date, and shall permit the Indemnitor, at its sole cost and expense, otherwise make available all relevant information material to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee Third Party Claims. The Indemnitor shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election right to defend any such action within fifteen Third Party Claim at its sole expense. Where such Third Party Claim affects the interests of the Indemnitee, the Indemnitee may elect to participate in (15but not control) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefromat its sole expense; provided, that the Indemnitor shall not, pay the Indemnitee's expenses (including reasonable attorneys' fees and expenses) if the Indemnitor's counsel would be inappropriate due to a conflict of interest between the Indemnitee and any party represented by such counsel with respect to such claim. No claim shall be settled or compromised without the written consent of the Indemnitee: Indemnitee (a) which consent shall not be unreasonably withheld, it being understood that it shall be reasonable for the Indemnitee to decline to consent to the entry of any judgment, or (b) enter into any settlement which or compromise that does not include as an unconditional term a condition thereof a release of all claims against such Indemnitee) unless the giving by Indemnitee shall have failed, after the claimant lapse of a reasonable time, but in no event more than thirty (30) days, after notice to it of such proposed settlement to notify the Indemnitor or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigationIndemnitee's objection thereto. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the IndemnitorThe Indemnitee's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.to

Notice of Third Party Claims. If An Indemnified Party shall give the Indemnifying Party prompt notice of any actionmatter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement stating the amount of the Loss, suit or proceeding shall be commenced againstif known, or any claim or demand shall be asserted against Buyer or Sellerand method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which a party (Buyer such right of indemnification is claimed or Seller) proposes to seek indemnification arises. The obligations and liabilities under this Article VI, VIII with respect to Losses arising from claims of any third party which are subject to the party seeking indemnification provided for in this Article VIII (the "IndemniteeThird-Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third-Party Claim, the Indemnified Party shall give the Indemnifying Party prompt notice thereof to of such Third-Party Claim (not later than within 20 days of the other party (receipt by the "Indemnitor"Indemnified Party of such notice), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. The Indemnifying Party shall be entitled to assume and control the optiondefense of such Third-Party Claim on behalf of the Indemnified Party at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it in appropriate in the judgment of the Indemnified Party, in its reasonable discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event Indemnifying Party exercises the right to undertake any such defense against any such Third-Party Claim on behalf of Seller as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at its own expense, to participate all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense thereof; against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI except make available to the extent that Indemnified Party, at the Indemnitor Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under Seller's control relating thereto as is actually prejudiced by such failure to give notice. Failure reasonably required by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall Indemnified Party. No Third Party Claim may be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, settled without the prior written consent of both the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same Indemnified Party and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereofIndemnifying Party.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer HTCC or SellerTD, in respect of which a party (Buyer HTCC or SellerTD) proposes to seek indemnification under this Article VI, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VI except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.

Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek indemnification under this Article VI, the party Any Indemnified --------- ---------------------------- Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (the each, a "IndemniteeThird Party Claim") shall give prompt written notice thereof to the other party (Indemnifying Party within 10 days after its receipt of a written assertion of liability from the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefromthird party; provided, however, that the Indemnitee Indemnified Party shall have the option, at its own expense, not be foreclosed -------- ------- from seeking indemnification pursuant to participate in the defense thereof; and provided further, that the failure this Article VII as a result of any Indemnitee failure to give provide timely notice as provided herein shall not relieve of the Indemnitor existence of its obligations under this Article VI a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnitor is actually Indemnifying Party has been materially damaged or prejudiced by as a result of such failure to give noticedelay. Failure by Such notice shall summarize the Indemnitor to notify the Indemnitee of its election to defend any bases for such action within fifteen Third Party Claim. Within twenty (1520) days after receiving such notice thereof the Indemnifying Party shall be deemed a waiver by give written notice to the Indemnitor of Indemnified Party stating whether it disputes its right obligation to defend such action. In provide indemnification hereunder or the defense validity or amount of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to Third Party Claim and whether it will defend against such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the Indemnitor's liability shall be conclusively established by any such paymentThird Party Claim. If the Indemnitor Indemnifying Party fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as give notice that it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered disputes either its obligation hereunder with respect to such claim or the validity or amount thereof within twenty (20) days after receipt of such litigation notice, it shall be deemed to have accepted and agreed to such Third Party Claim, which shall become immediately due and payable subject to the limitations set forth herein. If the Indemnifying Party fails to give notice that it disputes its obligation to provide indemnification hereunder but disputes the validity or amount of all expensessuch Third Party Claim, legal or otherwiseit shall be deemed to have accepted responsibility for such Third Party Claim subject to the limitations set forth herein (a "Covered Third Party Claim"). If the Indemnifying Party provides notice that it disputes its obligation to provide indemnification hereunder, incurred by such Third Party Claim shall not be subject to indemnification hereunder unless the Indemnitee Indemnified Party obtains a determination in the defense thereofaccordance with Section 9.1 that such Third Party Claim is subject to indemnification hereunder, in which case it shall be treated as a Covered Third Party Claim.