Common use of Notice, Participation and Duration Clause in Contracts

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VI, the Indemnitee shall promptly, and in any event within 90 days after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Claim"), notify the party or parties from whom indemnification is sought ("Indemnitor") of such Claim. In the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitee. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closing, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI VII ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIVII, the Indemnitee shall promptly, and in any event within 90 10 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement (a "Claim"), notify the party or parties from whom indemnification is sought (the "Indemnitor") of such Claim. In the event of Upon any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim and provided further that failure provided, further, if Indemnitee has interests in such matters which are or which may be adverse to give Indemnitor, then, in such notice event, Indemnitor shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice pay all reasonable costs of Indemnitee's counsel. In the event that If Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible reasonably requested in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable lawLaw, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related theretoDamages) so as to permit Indemnitor's management of the same with regard to the amount of Damages payable by the to Indemnitor hereunder. Neither Purchaser nor Seller Indemnitor shall be entitled to not settle any indemnifiable Claim without the prior written consent of the other, which consent shall not unreasonably be withheld or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closing, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.prior

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI (the "IndemniteeINDEMNITEE"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIArticle, the Indemnitee shall promptly, and in any event within 90 60 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement (a "ClaimCLAIM"), notify the party or parties from whom indemnification is sought (the "IndemnitorINDEMNITOR") of such Claim; provided that failure to provide such notice shall not limit the Indemnitee's rights to be indemnified hereunder except to the extent such failure has actually prejudiced the Indemnitor. In the event Upon being notified of any Claim, the Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding Action in connection with the Indemnitee's Claim, and may assert any defense of the Indemnitee or the Indemnitor, provided ; PROVIDED that the Indemnitee shall have the right at its own expense to participate jointly with the Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Action in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if Claim. If the failure or delay in giving such notice did not prejudice Indemnitee. In the event that Indemnitor elects to undertake the defense of any Claim hereunderClaim, the Indemnitee shall cooperate with the Indemnitor to the fullest extent possible reasonably requested in regard to all matters relating to the Claim (including, without limitation, including corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amountsClaims), costsand may participate in such settlement or defense through counsel chosen by such Indemnitee, actionsPROVIDED that the fees and expenses of such Indemnitee's counsel shall be borne by such Indemnitee. The Indemnitee shall not pay or settle any claim which the Indemnitor is contesting, penalties, damages and the like related theretoIndemnitor shall not settle any claim in a manner which is prejudicial (financially or otherwise) so as to permit Indemnitor's management of same with regard to the amount of Damages payable Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such claim, PROVIDED that in such event it shall waive any right to indemnity therefor by the Indemnitor hereunder. Neither Purchaser nor Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld or delayedIndemnitor. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closing, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI XI ("IndemniteeINDEMNITEE"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIXI, the Indemnitee shall promptly, and in any event within 90 60 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement (a "ClaimCLAIM"), notify the party or parties from whom indemnification is sought (the "IndemnitorINDEMNITOR") of such Claim. In the event of Upon any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, ; provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemniteeClaim. In the event that If Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible reasonably requested in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable lawLaw, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related theretoDamages) so as to permit Indemnitor's management of the same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor Seller Indemnitor shall be entitled to not settle any indemnifiable Claim without the prior written consent of Indemnitee unless such settlement involves only the otherpayment of money and the claimant provides to Indemnitee a release, which consent shall not unreasonably be withheld or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closingin form and substance reasonably satisfactory to Indemnitee, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made from all Liability in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expirationClaim.

Notice, Participation and Duration. (aA) If a claim by a third party is made against a party Party indemnified pursuant to this Article VI III ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIIII, the Indemnitee shall promptly, and in any event within 90 sixty (60) days after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Claim"), notify the party Party or parties Parties from whom indemnification is sought ("Indemnitor") of such Claim. In the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claimClaim, demand, lawsuit or other proceeding in connection with the Indemniteeindemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; provided, provided however, that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claimClaim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee from making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitee. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard regards to the amount of Damages payable damages by the Indemnitor hereunder. Neither Purchaser Purchaser, Seller nor Seller Owners shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not be unreasonably be withheld or delayedwithheld. (bB) No Claim claim for indemnification under this Section 6.02 section may be made after the fifth third anniversary of the Effective Time of ClosingDate, except that Claims claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g2.01(G) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VI, the Indemnitee shall promptly, and in any event within 90 60 days after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Claim"), notify the party or parties from whom indemnification is sought ("Indemnitor") of such Claim. In the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, ; provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemniteeClaim. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor any Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld or delayedwithheld. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth seventh anniversary of the Effective Time of Closing, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI XI ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIXI, the Indemnitee shall promptly, and in any event within 90 60 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement (a "Claim"), notify the party or parties from whom indemnification is sought (the "Indemnitor") of such Claim. In the event of Upon any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, ; provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemniteeClaim. In the event that If Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible reasonably requested in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable lawLaw, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related theretoDamages) so as to permit Indemnitor's management of the same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor Seller Indemnitor shall be entitled to not settle any indemnifiable Claim without the prior written consent of Indemnitee unless such settlement involves only the otherpayment of money and the claimant provides to Indemnitee a release, which consent shall not unreasonably be withheld or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closingin form and substance reasonably satisfactory to Indemnitee, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made from all Liability in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expirationClaim.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VI6, the Indemnitee shall promptly, and in any event within 90 60 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Claim"), notify the party or parties from whom indemnification is sought ("Indemnitor") of such Claim. In the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, provided ; PROVIDED that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemniteeClaim. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall shall, at Indemnitor's expense, cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor Seller The Indemnitor shall be entitled to not settle any Claim without the prior written consent of the otherIndemnitee, which consent shall not unreasonably be withheld or delayedwithheld. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closing, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expiration.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI VII ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIVII, the Indemnitee shall promptly, and in any event within 90 10 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement (a "Claim"), notify the party or parties from whom indemnification is sought (the "Indemnitor") of such Claim. In the event of Upon any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Proceeding in connection with the Indemnitee's Claim and provided further that failure provided, further, if Indemnitee has interests in such matters which are or which may be adverse to give Indemnitor, then, in such notice event, Indemnitor shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice pay all reasonable costs of Indemnitee's counsel. In the event that If Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible reasonably requested in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable lawLaw, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related theretoDamages) so as to permit Indemnitor's management of the same with regard to the amount of Damages payable by the Indemnitor to indemnitor hereunder. Neither Purchaser nor Seller Indemnitor shall be entitled to not settle any indemnifiable Claim without the prior written consent of Indemnitee unless such settlement involves only the otherpayment of money by indemnitor and the claimant provides to Indemnitee a release, which consent shall not unreasonably be withheld or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary of the Effective Time of Closingin form and substance reasonably satisfactory to Indemnitee, except that Claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made from all Liability in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expirationClaim.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI Purchaser Indemnitee or a Seller Indemnitee ("each, an “Indemnitee"”), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VIX, the Indemnitee shall promptly, and in any event within 90 thirty (30) days after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("“Claim"”), notify the party or parties from whom indemnification is sought ("“Indemnitor"”) of such Claim. In ; provided, however, that the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit failure or other proceeding delay in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give giving such notice shall not preclude Indemnitee from making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event of any Claim, Indemnitor shall be entitled to participate in the defense of such Claim and, to the extent that it wishes (unless (i) the Indemnitor is also a party to the proceedings concerning such Claim and the Indemnitee determines in good faith that joint representation would be inappropriate, or (ii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend such Claim and provide indemnification with respect to such Claim), to assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee and, after notice from the Indemnitor to the Indemnitee of its election to assume the defense of such Proceeding, given within thirty (30) days of receipt of Indemnitee’s notice of the Claim, the Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Article X for any fees of other counsel or any other expenses with respect to the defense of such Claim, in each case subsequently incurred by the Indemnitee in connection with the defense of such Claim, other than reasonable costs of investigation. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, it will be conclusively established for purposes of this Agreement that the Claim is within the scope of and subject to indemnification. Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable lawLaw, assertion of defenses defenses, and the determination, mitigation, negotiation negotiation, and settlement of all amounts, costs, actions, penalties, damages damages, and the like related thereto) so as to permit Indemnitor's ’s management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor Seller No Indemnitor shall be entitled to settle any Claim without the prior written consent of the other, Indemnitee (which consent shall not be unreasonably be withheld withheld), unless (A) there is no finding or delayed. (b) No Claim for indemnification under this Section 6.02 may be made after the fifth anniversary admission of any violation of any Law or any violation of the Effective Time rights of Closing, except any Person; (B) the sole relief provided is monetary damages that Claims for indemnification are paid in full by the Indemnitor; and (C) the Indemnitee shall have no liability with respect of breaches of ------ the representations and warranties contained in Section 2.01(g) hereof (concerning Taxes), to any compromise or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect settlement of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim made in good faith prior to the date of such expirationClaim effected without its consent.

Notice, Participation and Duration. (a) If a claim by a third party is made against a party indemnified pursuant to this Article VI ("Indemnitee"), and if such Indemnitee intends to seek indemnity with respect thereto under this Article VI, the Indemnitee shall promptly, and in any event within 90 60 days after of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Claim"), notify the party or parties from whom indemnification is sought ("Indemnitor") of such Claim. In the event of any Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor, ; provided that Indemnitee shall have the right at its own expense to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemniteeClaim. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Purchaser nor any Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld or delayedwithheld. (b) No Claim claim for indemnification under this Section 6.02 6.2 may be made after the fifth third anniversary of the Effective Time of Closing, except that Claims claims for indemnification in respect of breaches of ------ the representations and warranties contained in Section 2.01(gSections 2.1(c), (h) and (r) hereof (concerning Taxes), or claims under Section 6.01 (a)(6) (concerning Taxes), may be made so long as any claim may be made in respect of such matters under any applicable statute of limitations; provided, however, that the foregoing shall not affect any claim Claim made in accordance with this Article VI and in good faith prior to the date of such expiration.