Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. If any claim 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 being a “Third Party Claim”) and such indemnified party 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 Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure of the indemnified party to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Agreement. Thereafter, the indemnified party shall deliver to the 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 are subject to any applicable privilege or that constitute attorney work product) received by the indemnified party relating to the Third Party Claim.

Notice of Third Party Claims. If any claim is asserted by any person not third party asserts a party, or an affiliate or a Representative of a party, to this Agreement against an indemnified party under this Agreement Claim (any such claim being a “Third Party Claim”) and such indemnified party intends against an Indemnified Party that could reasonably be expected to seek give rise to a right on the part of the Indemnified Party to indemnification hereunder from a party to under this AgreementArticle IX, then, such indemnified party the Indemnified Party shall give notice of the such Third Party Claim (a “Claim Notice”) to the indemnifying party Indemnifying Party as soon as practicable (but in no event later than ten Business Days after receiving notice of such Third Party Claim or otherwise acquiring actual knowledge of the indemnified party has reason assertion thereof), and the Indemnifying Party shall have the right to believe assume the defense of such Third Party Claim with counsel compensated by and chosen by the Indemnifying Party, subject to the Indemnified Party’s reasonable prior approval of such counsel; provided, however, that the indemnifying party failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have an indemnification obligation hereunder with respect to such Third Party Claim, accompanied by copies except to the extent that the Indemnifying Party is prejudiced as a result of all papers such failure, including where the failure to so notify the Indemnifying Party results in Losses to the Indemnifying Party or the forfeiture of substantive rights or defenses that have been served on would otherwise be available in the indemnified party defense of such Third Party Claim; and provided further, however, the Indemnifying Party may not assume control of the defense of a Third Party Claim involving criminal liability or in which equitable relief is sought against the Indemnified Party or if such Third Party Claim involves a significant customer of the Business, but in such event the Indemnified Party shall not consent to the entry of judgment or enter into any settlement with respect to such Third Party ClaimClaim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Such notice Any Claim Notice shall describe in reasonable detail the nature of the Third Party ClaimLoss, include a copy of all papers served with respect to an estimate of the amount of damages attributable to the Third Party Claim Action (if reasonably attainableany) and state the basis of the indemnified party’s such request for indemnification under indemnification. In the event the provisions of Section 5.4 conflict with the provisions of this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure of the indemnified party to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Agreement. ThereafterSection 9.3, the indemnified party provisions of Section 5.4 shall deliver to the 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 are subject to any applicable privilege or that constitute attorney work product) received by the indemnified party relating to the Third Party Claimgovern.

Notice of Third Party Claims. If The parties agree that if any claim is asserted by made, any person not a partysuit or action is commenced, or an affiliate or a Representative any knowledge is received of a partystate of facts which, if not corrected, may give rise to this Agreement against a right of indemnification for such party hereunder (an indemnified "Indemnified Party") from the other party under this Agreement (any such claim being a “Third the "Indemnifying Party"), the Indemnified Party Claim”) and such indemnified party intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall will give written notice of the Third Party Claim to the indemnifying party Indemnifying Party as soon promptly as practicable after the indemnified party receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process if a suit or action has reason commenced or 30 days under all other circumstances. The failure to believe give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the indemnifying party will have an indemnification obligation with respect to basis of such Third Party Claimclaim, accompanied by copies of all papers material written evidence thereof, and the estimated amount of the Damages that have been served on or may be sustained by the indemnified party with respect Indemnified Party. The Indemnified Party shall make available to such Third the Indemnifying Party Claim. Such notice shall describe in and its counsel and accountants at reasonable detail the nature times and for reasonable periods, during normal business hours, all books and records of the Third Indemnified Party Claimrelating to any such possible claim for indemnification, an estimate and each party hereunder will render to the other such assistance as it may reasonably require of the amount other in order to insure prompt and adequate defense of damages attributable any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the Third Party Claim (if reasonably attainable) right to defend, compromise and settle any third party suit, claim or proceeding in the basis name of the indemnified party’s request for indemnification under this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Indemnified Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 10.04(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the failure Indemnifying Party shall not settle, compromise, or discharge, or admit any liability with respect to, any such claim without the prior written consent of the indemnified party Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to promptly notify it assume the defense of such Third action or proceeding, the Indemnifying Party Claim prejudiced shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article X and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. Also, in any event, the Indemnified Party shall have the right at its ability own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of claim does not elect to defend such Third claim or does not defend such claim in good faith, the Indemnified Party Claimshall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such claim; provided, however, that (i) the failure Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such claim; (ii) the Indemnified Party's defense of or participation in the defense of any such claim shall not in any way diminish or lessen the obligations of the indemnified party to notify Indemnifying Party under this Article X; and (iii) the indemnifying party Indemnified Party shall not relieve the indemnifying party from settle, compromise, or discharge, or admit any liability with respect to, any such claim without the written consent of the Indemnifying Party (which it may have to the indemnified party otherwise than under this Agreement. Thereafter, the indemnified party shall deliver to the 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 are subject to any applicable privilege consent will not be unreasonably withheld or that constitute attorney work product) received by the indemnified party relating to the Third Party Claimdelayed).

Notice of Third Party Claims. If An Indemnified Party shall give the Indemnifying Party prompt notice of any claim is asserted by any person not matter which an Indemnified Party has determined has given rise to a party, or an affiliate or a Representative right of a party, to this Agreement against an indemnified party indemnification under this Agreement (any such claim being a “Third Party Claim”) and such indemnified party intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall give notice stating the amount of the Third Party Claim Loss, if known, and method of computation thereof, and containing a reference to the indemnifying party as soon as practicable after the indemnified party has reason to believe that the indemnifying party will have an provisions of this Agreement in respect of which such right of indemnification obligation is claimed or arises. The obligations and liabilities under this Article VIII with respect to such Third Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VIII ("Third-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, accompanied by copies the Indemnified Party shall give the Indemnifying Party prompt notice 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 Third-Party Claim (if reasonably attainable) and the basis not later than within 20 days of the indemnified party’s request for indemnification receipt by the Indemnified Party of such notice); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement. The Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure of the indemnified party to so notify the indemnifying party of the Third Party Claim and shall not relieve the indemnifying party Indemnifying Party from any duty to indemnify hereunder unless and only to the extent other obligation or liability that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure of the indemnified party to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party any Indemnified Party otherwise than under this AgreementArticle VIII. ThereafterThe Indemnifying Party shall be entitled to assume and control the defense 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 Indemnified Party shall deliver cooperate with the Indemnifying Party in such defense and make available to the indemnifying partyIndemnifying Party, within five business days after at its own expense, all witnesses, pertinent records, materials and information in the indemnified party’s receipt thereof, copies of all written notices and documents (including court papers but excluding any materials that are subject to any applicable privilege Indemnified Party's possession or that constitute attorney work product) received under the Indemnified Party's control relating thereto as is reasonably required by the indemnified party relating Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the 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 reasonably required by the Indemnified Party. No Third Party ClaimClaim may be settled without the prior written consent of both the Indemnified Party and the Indemnifying Party.

Notice of Third Party Claims. If (a) In the event that any third party claim ("Claim") is hereafter asserted against any party hereto as to which such party may be entitled to indemnification hereunder, such party (the "Indemnitee") shall notify the party required by the terms of this Agreement to indemnify the Indemnitee (the "Indemnifying Party") in writing thereof (the "Claims Notice") within sixty (60) days after (i) receipt of written notice of commencement of any person not a partythird party litigation against such Indemnitee, (ii) receipt by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment against such Indemnity, or (iii) such Indemnitee becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an affiliate estimate, if reasonably possible, of the Buyers Losses or a Representative the Sellers Losses, as the case may be, that have been or may be incurred or suffered by eFunds or ATM, the Principals or Ronald G. Roth, as the case may be, from such third party claim. The fxxxxxx xx xxxxly notify the Indemnifying Party of the commencement of such actions in accordance with this Section 10.6(a) shall not relieve the Indemnifying Party from the obligation to indemnify under this Section 10, except to the extent the Indemnifying Party establishes by competent evidence that it or they are directly and materially prejudiced thereby. (b) The Indemnifying Party may elect to defend and/or compromise any Claim, at its, his or her own expense and by its or her own counsel. The Indemnitee may participate, at its, his or her own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a partyClaim defended by the Indemnifying Party which would require the Indemnitee to perform or take any action or to refrain from performing or taking any action. (c) If, to this Agreement against an indemnified party under this Agreement within sixty (any such claim being a “Third Party Claim”60) and such indemnified party intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall give notice days of the Third Indemnifying Party's receipt of a Claim Notice, the Indemnifying Party Claim shall not have notified the Indemnitee of its election to assume the defense, the Indemnitee shall have the right to assume control of the defense and/or compromise of such Claim, and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnifying Claim. If the Indemnitee does not elect to assume the defense of any Claim, it, he or she may give written notice to the Indemnifying Party of its, his or her intent not to do so, in which event the Indemnifying Party shall assume control of the defense and/or compromise of such Claim, subject to the right of the Indemnitee to participate, at its, his or her expense, in the defense against or compromise of such Claim. (d) The party as soon as practicable after assuming the indemnified defense of any Claim shall keep the other party has reason to believe that reasonably informed at all times of the indemnifying party will have an indemnification obligation progress and development of its or their defense of and compromise efforts with respect to such Third Party Claim, accompanied by Claim and shall furnish the other party with copies of all papers that have been served on relevant pleadings, correspondence and other papers. In addition, the indemnified party parties to this Agreement shall cooperate with respect each other, and make available to such Third Party each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. Such notice shall describe in reasonable detail . (e) In the nature event of any conflict or inconsistency between the Third Party Claim, an estimate terms and conditions of the amount any other provision of damages attributable to the Third Party Claim (if reasonably attainable) Section 10 of this Agreement and the basis terms and conditions of this Section 10.6, the indemnified party’s request for indemnification under this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless terms and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it conditions of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure other provision of the indemnified party to notify the indemnifying party Section 10 of this Agreement shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Agreement. Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party’s receipt thereof, copies of all written notices prevail and documents (including court papers but excluding any materials that are subject to any applicable privilege or that constitute attorney work product) received by the indemnified party relating to the Third Party Claimcontrol.

Notice of Third Party Claims. If The parties agree that in the event that any claim is asserted by made, any person not a partysuit or action is commenced, or an affiliate or a Representative any knowledge is received of a partystate of facts which, if not corrected, may give rise to this Agreement against a right of indemnification for such party hereunder (an indemnified "Indemnified Party") from the other party under this Agreement (any such claim being a “Third the "Indemnifying Party"), the Indemnified Party Claim”) and such indemnified party intends to seek indemnification hereunder from a party to this Agreement, then, such indemnified party shall will give written notice of the Third Party Claim to the indemnifying party Indemnifying Party as soon promptly as practicable after the indemnified party receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has reason commenced or 30 days under all other circumstances. The failure to believe give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the indemnifying party will have an indemnification obligation with respect to basis of such Third Party Claimclaim, accompanied by copies of all papers material written evidence thereof, and the estimated amount of the Damages that have been served on or may be sustained by the indemnified party with respect Indemnified Party. The Indemnified Party shall make available to such Third the Indemnifying Party Claim. Such notice shall describe in and its counsel and accountants at reasonable detail the nature times and for reasonable periods, during normal business hours, all books and records of the Third Indemnified Party Claimrelating to any such possible claim for indemnification, an estimate and each party hereunder will render to the other such assistance as it may reasonably require of the amount other in order to insure prompt and adequate defense of damages attributable any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the Third Party Claim (if reasonably attainable) right to defend, compromise and settle any third party suit, claim or proceeding in the basis name of the indemnified party’s request for indemnification under this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Indemnified Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that Indemnifying Party may be liable to the failure Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the indemnified party Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify it the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim prejudiced its ability to defend such Third Party Claimclaim; provided, however, that the failure Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the indemnified party Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to notify assume the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Agreement. Thereafterdefense of such action or proceeding, the indemnified party Indemnified Party shall deliver have the right to employ separate counsel and to participate in the indemnifying partydefense of such action or proceeding, within five business days after and the indemnified party’s receipt thereofIndemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all written notices relevant correspondence and documents (including court papers but excluding documentation relating thereto. In any materials that are subject event, the Indemnified Party shall have the right at its own expense to any applicable privilege or that constitute attorney work product) received by participate in the indemnified party relating to the Third Party Claim.defense of such asserted 66

Notice of Third Party Claims. If (a) In the event any claim or demand for which any Seller Indemnified Party or Purchaser Indemnified Party (the “Indemnified Party”) may have liability is asserted against or sought to be collected from any Indemnified Party by any person not a partythird party (a “Third-Party Claim”), or an affiliate or a Representative of a party, to this Agreement against an indemnified party such Indemnified Party shall promptly notify the Party responsible for providing indemnification therefor under this Agreement (any such claim being a the “Third Party ClaimIndemnifying Party”) and in writing describing such indemnified party 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 Third-Party Claim, accompanied 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 copies of all papers that have been served on the indemnified or against a third party with respect to which the Indemnified Party intends to seek indemnity under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such Third action or suit. A failure by the Indemnified Party to give notice and to tender the conduct or defense of the action or suit in a timely manner pursuant to this Section 8.3 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (i) to the extent such Indemnifying Party is actually and materially prejudiced by 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. 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 event of a litigated matter) after receipt of the notice of the claim (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim. Such notice shall describe in reasonable detail . (b) In the nature of event that the Third Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, an estimate the Indemnifying Party shall have the sole and absolute right after the receipt of the amount notice, at its option and at its own expense, to be represented by counsel of damages attributable its choice and to the Third Party Claim (if reasonably attainable) and the basis of the indemnified party’s request for indemnification under this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it of control, defend against, negotiate, settle or otherwise deal with such Third Party Claim prejudiced its ability to defend such Third Third-Party Claim; provided, however, that the failure Indemnified Party may participate in any such Proceeding with counsel of its choice and at its expense; provided further, however, that the Indemnifying Party shall not be entitled to assume or continue control of the indemnified party defense of any Third-Party Claim if (i) the Third-Party Claim relates to notify or arises in connection with any criminal or regulatory Proceeding, (ii) based on the indemnifying party advice of outside legal counsel to the Indemnified Party, a conflict (including the availability of different or additional defenses) exists between the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claim or conduct of claim by the Indemnifying Party would compromise any legal privilege or similar doctrine with respect to the Indemnified Party or any of its Affiliates or (iii) the Third-Party Claim seeks (A) an injunction against the Indemnified Party or (B) where the Indemnified Party is a Purchaser Indemnified Party, equitable relief requiring the taking of action or the refraining from taking actions by Purchaser or (iv) with respect to a Purchaser Indemnified Party, the Purchaser Indemnified Party shall have reasonably concluded in good faith that the relevant Third-Party Claim relates to the matters that could adversely affect in any material respect the Business, including any regulatory matters relating thereto. By assuming the defense of any such Third-Party Claim, the Indemnifying Party shall thereby conclusively acknowledge for all purposes of this Agreement its obligation to indemnify the Indemnified Party in respect of such matter pursuant to and in accordance with (and, for the avoidance of doubt, subject to the limitations set forth in) this Article VIII, except as otherwise provided in Section 8.3(c). (c) To the extent the Indemnifying Party (i) elects not to assume the defense of such matter, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (10) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, then the Indemnified Party may retain counsel at the expense of the Indemnifying Party, which counsel shall be reasonably acceptable to the Indemnifying Party, and control the defense of such Proceeding; provided, however, that the Indemnifying Party shall be obligated pursuant to this Section 8.3(c) to pay for only one firm of counsel for all Indemnified Parties in addition to any local counsel who may need to be retained; and it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not relieve be adversely affected by assuming the indemnifying party from defense of such Third-Party Claim pursuant to this Section 8.3(c). (d) If the Indemnifying Party has the right and does elect to defend any liability which it may have to the indemnified party otherwise than under this Agreement. ThereafterThird-Party Claim, the indemnified party Indemnifying Party shall deliver conduct the defense of such Third-Party Claim with reasonable diligence and promptly inform the Indemnified Party of the status of the claim, including all settlement negotiations, and all material developments with respect to such Third-Party Claim, and the 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 Indemnified Party shall be entitled to participate in any materials that are subject to any applicable privilege or that constitute attorney work product) received by the indemnified party discussions relating to the Third litigation strategy implemented with respect to the defense of such Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any pending or threatened Third-Party Claim on a basis that would not include an unconditional release of the Indemnified Party and would (i) exceed the balance of the Indemnifying Party’s indemnity obligations hereunder (and, in the case of any Purchaser Indemnified Party, exceed the Escrow Fund), (ii) result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (iii) result in a finding or admission of a violation of requirements of Laws or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iv) impose ongoing obligations on the Indemnified Party following the date of such settlement or compromise. (e) The Parties shall cooperate reasonably in good faith in connection with the defense, negotiation or settlement of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production or other disclosure of confidential information (consistent with applicable Laws), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) The procedures in this Section 8.3 (other than the obligation to provide notice in Section 8.3(a)) shall not apply to direct claims by Seller Indemnified Parties or Purchaser Indemnified Parties.

Notice of Third Party Claims. If any claim is asserted by any person not a party, or an affiliate or a Representative of a party, to this Agreement against an indemnified The party under this Agreement (any such claim being a “Third Party Claim”) and such indemnified party 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 seeking indemnification under this AgreementArticle VI (the "Indemnitee") shall, within thirty (30) days of receipt, provide the 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 otherwise make available all relevant information material to the defense of any Third Party Claims. The failure of Indemnitor shall have the indemnified party right to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from defend any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it of such Third Party Claim prejudiced at its ability to defend sole expense. Where such Third Party ClaimClaim affects the interests of the Indemnitee, the Indemnitee may elect to participate in (but not control) the defense of such claim at its sole expense; provided, that the failure 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 indemnified party 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 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 indemnifying party shall not relieve Indemnitor or the indemnifying party from any liability which it may have to the indemnified party otherwise than under this AgreementIndemnitee's objection thereto. Thereafter, the indemnified party shall deliver to the 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 are subject to any applicable privilege or that constitute attorney work product) received by the indemnified party relating to the Third Party Claim.The Indemnitee's failure to

Notice of Third Party Claims. If Any Indemnified --------- ---------------------------- Party seeking indemnification for any Loss or potential Loss arising from a claim is asserted by any person not a partythird party against the Indemnified Party (each, or an affiliate or a Representative of a party, to this Agreement against an indemnified party under this Agreement (any such claim being a “"Third Party Claim”") and such indemnified party intends shall give written notice thereof to seek the Indemnifying Party within 10 days after its receipt of a written assertion of liability from the third party; provided, however, that the Indemnified Party shall not be foreclosed -------- ------- from seeking indemnification hereunder from a party pursuant to this Agreement, then, such indemnified party shall give Article VII as a result of any failure to provide timely notice of the existence of a 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 Indemnifying 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 Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless except and only to the extent that the indemnifying party demonstrates that Indemnifying Party has been materially damaged or prejudiced as a result of such delay. Such notice shall summarize the failure of bases for such Third Party Claim. Within twenty (20) days after receiving such notice the indemnified party Indemnifying Party shall give written notice to promptly notify the Indemnified Party stating whether it disputes its obligation to provide indemnification hereunder or the validity or amount of such Third Party Claim prejudiced its ability to and whether it will defend against such Third Party Claim; provided. If the Indemnifying Party fails to give notice that it disputes either its obligation hereunder with respect to such claim or the validity or amount thereof within twenty (20) days after receipt of such 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 failure validity or amount of such Third Party Claim, it shall be deemed to have accepted responsibility for such Third Party Claim subject to the indemnified party limitations set forth herein (a "Covered Third Party Claim"). If the Indemnifying Party provides notice that it disputes its obligation to notify the indemnifying party provide indemnification hereunder, such Third Party Claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Agreement. Thereafter, the indemnified party shall deliver to the 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 are be subject to any applicable privilege or indemnification hereunder unless the Indemnified Party obtains a determination in accordance with Section 9.1 that constitute attorney work product) received by the indemnified party relating such Third Party Claim is subject to the indemnification hereunder, in which case it shall be treated as a Covered Third Party Claim.

Notice of Third Party Claims. If a Party entitled to indemnification hereunder (in this Article 12, the “Indemnified Party”) receives notice of the commencement or assertion of any claim is for which the other Party (in this Article 12, the “Indemnifying Party”) may be liable for indemnification pursuant to this Article 12 that has been asserted against the Indemnified Party by any person Person who is not a party, Party or an affiliate or a Representative of a party, to this Agreement against an indemnified party under this Agreement Party (any such claim being a “Third Party Claim”) and such indemnified party intends to seek indemnification hereunder from a party to this Agreement), then, such indemnified party the Indemnified Party shall give the Indemnifying Party reasonably prompt notice of the thereof (“Third Party Claim to the indemnifying party as soon as practicable Notice”), but in any event no later than 30 days after the indemnified party has reason to believe that the indemnifying party will have an indemnification obligation with respect to receipt of such Third Party Claim, accompanied by copies notice of all papers that have been served on the indemnified party with respect to such Third Party Claim. Such notice The Third Party Claim Notice shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the nature estimated amount of the Losses that have been or may be sustained by the Indemnified Party or if the estimated amount of such Losses is not known. The omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability on the part of the Indemnifying Party to the Indemnified Party that otherwise may exist with respect to such cause under this Article 12 unless (and only to that extent that) the omission to notify actually and materially prejudices the ability of the Indemnifying Party to exercise its right to defend as provided in this Article 12. From the time the Indemnified Party receives notice of the Third Party Claim, an estimate the Indemnified Party shall, at the expense of the amount Indemnifying Party and subject to receipt of damages attributable all reasonable cooperation from the Indemnifying Party, take all commercially reasonable steps to the Third Party Claim (if reasonably attainable) protect its rights and the basis rights of the indemnified party’s request for indemnification under this Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Indemnifying Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only to the extent that the indemnifying party demonstrates that the failure of the indemnified party to promptly notify it in respect of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, provided that the failure to take such steps shall not impact the right of the indemnified party Indemnified Party to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have indemnification hereunder except to the indemnified party otherwise than under this Agreement. Thereafter, extent the indemnified party shall deliver to the 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 are subject to any applicable privilege or that constitute attorney work product) received Indemnifying Party was actually prejudiced by the indemnified party relating to the Third Party Claimsuch delay.

Notice of Third Party Claims. If any a claim or demand is asserted made against ---------------------------- the Indemnitee or an Action is commenced by any person Person who is not a party, or an affiliate Party or a Representative member of a party, to this Agreement against an indemnified party under this Agreement Party's Group (any such claim being a “"Third Party Claim”") and such indemnified party intends for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to seek provide indemnification hereunder from a party to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement, then, such indemnified party the Indemnitee shall give the Indemnifying Party or Indemnifying Parties (including in the case of a Shared Liability, the Party designated on Schedule 8.01 to have management responsibility (the "Managing Party")) written notice -------------- thereof promptly (and in any event within 30 Business Days) after receipt by the Indemnitee 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 which notice shall describe the Third Party Claim (if reasonably attainable) and in reasonable detail; provided, however, that no delay or -------- ------- failure by the basis of Indemnitee to give notice shall affect the indemnified party’s request for Indemnitee's right to indemnification under this Master Separation Agreement or any Ancillary Agreement. The failure of the indemnified party to so notify the indemnifying party of the Third Party Claim shall not relieve the indemnifying party from any duty to indemnify hereunder unless and only , except to the extent the Indemnifying Party is actually prejudiced by such delay or failure; provided, further, that the indemnifying party demonstrates Indemnifying Party shall not -------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, the Indemnitee shall deliver to the Indemnifying Party or Indemnifying Parties, promptly (or in the case of a Shared Liability any Managing Party that has assumed the failure of the indemnified party to promptly notify it defense of such Third Party Claim prejudiced its ability pursuant to defend such Third Party Claim; provided, that the failure of the indemnified party to notify the indemnifying party shall not relieve the indemnifying party from this Master Separation Agreement) and in any liability which it may have to the indemnified party otherwise than under this Agreement. Thereafter, the indemnified party shall deliver to the indemnifying party, event within five business days three Business Days after the indemnified party’s Indemnitee's receipt thereof, copies of all written notices and documents (including court papers but excluding any materials that are subject to any applicable privilege or that constitute attorney work productpapers) received by the indemnified party Indemnitee relating to the such Third Party Claim.