Common use of Notice; Third Party Claims Clause in Contracts

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this Section, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this SectionAgreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: : (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. (a) For purposes of this Section 18C11.3, “indemnified party” "Indemnified Party" and “indemnifying party” shall"Indemnifying Party" shall refer either to Purchaser or to Vendor, as appropriate, refer to Northland or Ocean Sprayapplicable. The indemnified party Indemnified Party shall promptly notify the indemnifying party Indemnifying Party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this SectionSection 11.1 or Section 11.2, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified partyIndemnified Party. The indemnified party Indemnified Party shall have the right right: (i) to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party, and (ii) to assume the defense of such third party claim, demand, action or proceeding, at the cost and expense of the Indemnifying Party, if the Indemnifying Party fails or ceases to defend the same. The assumption of the defense by the Indemnifying Party shall constitute an admission that such third party claim, demand, action or proceeding is indemnifiable pursuant to Section 11.1 or Section 11.2. The failure to assume the defense shall in no way affect the Indemnifying Party's indemnification obligations pursuant to Section 11.1 or Section 11.2. (b) Each party defending a claim shall keep the other party informed of the progress of such claim and shall comply with all reasonable requests for copies of documents related to the claim and provide to the other party an opportunity, from time to time, to consult with counsel defending the claim. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. . (c) If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of solely in exchange for monetary sums to be paid by the indemnified party and involves only monetary damages Indemnifying Party and the indemnifying party Indemnifying Party proposes to accept such settlement and the indemnified party Indemnified Party refuses to consent to such settlement, then: (i) the indemnifying party Indemnifying Party shall be excused from, and the indemnified party Indemnified Party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party Indemnifying Party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party Indemnified Party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party Indemnified Party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified partyIndemnified Party, but if the amount thereafter recovered by such third party from the indemnified party Indemnified Party is less than the amount of the proposed settlement, the indemnified party Indemnified Party shall be reimbursed by the indemnifying party Indemnifying Party for such reasonable attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this SectionSection 8.1 or Section 8.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume and control the defense thereof using counsel reasonably acceptable to the indemnified party; provided, that, the indemnifying party shall continue to be entitled to assert any limitation on any claims contained herein. The Should an indemnifying party so elect to assume the defense of a third party claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participateparticipate in the defense thereof and to employ counsel, at its own expense, with respect to any separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such third party claim, demand, action or proceedingdefense. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with reasonable access to relevant books and records in their possession. No such third The indemnifying party claim, demand, action or proceeding shall be settled without obtain the prior written consent of the indemnified party. If party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a firm written offer is made claim or ceasing to settle any defend such third party claimclaim if, demandpursuant to or as a result of such settlement or cessation, action injunctive or proceeding that includes a full release of other equitable relief will be imposed against the indemnified party and involves only monetary damages and the indemnifying party proposes to accept or if such settlement does not expressly and unconditionally release the indemnified party refuses to consent from all liabilities and obligations with respect to such settlementclaim, then: (i) the indemnifying party shall without prejudice except for payments that would be excused from, and the required to be paid by indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreementhereunder.

Notice; Third Party Claims. For purposes (a) Promptly after receipt (and in any event within 20 days) by a Parent Indemnified Person under Section 7.3 of this Section 18Cnotice of the commencement of any third party claim which such Parent Indemnified Person reasonably believes may result in a demand for indemnification against it, “indemnified party” and “indemnifying party” shallsuch Parent Indemnified Person will, as appropriateif a claim is to be made against the Stockholders for indemnification hereunder, refer give notice to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis Stockholders and the dollar amount), Stockholders’ Agent of any claim, demand, action or proceeding for which indemnification will be sought under this Section, and if the commencement of such claim, demandbut the failure to notify the Stockholders and the Stockholders’ Agent will not relieve the Stockholders of any liability that they may have to any Parent Indemnified Person, except to the extent that the Stockholders demonstrate that the defense of such action or proceeding is prejudiced by the Parent Indemnified Person ‘s failure to give such notice. (b) If any third-party claim referred to in Section 7.8(a) is brought against a third Parent Indemnified Person and it gives notice to the Stockholders and the Stockholders’ Agent of the commencement of such third-party claim, demandthe Stockholders will, action or proceedingunless the claim involves Taxes, be entitled to participate in such Action and, to the indemnifying extent that they wish (unless the Stockholders are also a party will have to such Action and the right at its expense Parent Indemnified Person determines in good faith that joint representation would be inappropriate due to a bona fide conflict of interest), to assume the defense thereof using of such Action with counsel reasonably acceptable satisfactory to the indemnified party. The indemnified party shall have Parent Indemnified Person and, after notice from the right Stockholders to participatethe Parent Indemnified Person of their election to assume the defense of such Action, at its own expensethe Stockholders will not, as long as they reasonably diligently conduct such defense, be liable to the Parent Indemnified Person under this Section 7.8 for any fees of other counsel or any other expenses with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claimAction, demandin each case subsequently incurred by the Parent Indemnified Person in connection with the defense of such Action, action or proceeding; (ii) other than reasonable costs of investigation. If it is determined that joint representation is inappropriate due to a bona fide conflict of interest, then the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party Stockholders shall pay all reasonable costs and expenses of one separate counsel for the Parent Indemnified Person. If the Stockholders assume the defense of an Action, (including reasonable attorneys’ fees i) it will be conclusively established for purposes of this Agreement that such claims are within the scope of and expensessubject to indemnification; (ii) incurred after rejection no compromise or settlement of such settlement claims may be effected by the indemnified partyStockholders without the Parent Indemnified Person ‘s consent (not to be unreasonably withheld) unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Parent Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Stockholders; and (iii) the Parent Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to the Stockholders and the Stockholders’ Agent of any third party Action and the Stockholders do not, within ten days after the Parent Indemnified Person’s notice is given, give notice to the Parent Indemnified Person of their election to assume the defense of such Action, the Stockholders will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Parent Indemnified Person. (c) Notwithstanding the foregoing, if a Parent Indemnified Person determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Parent Indemnified Person may, by notice to the Stockholders and the Stockholders’ Agent, assume the exclusive right to defend, compromise, or settle such Action, but if the amount thereafter recovered Stockholders will not be bound by such third party from the indemnified party is less than the amount any determination of the proposed settlement, the indemnified party shall a claim so defended or any compromise or settlement effected without their consent (which may not be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreementunreasonably withheld).

Notice; Third Party Claims. For purposes Following discovery of this Section 18Cany facts or conditions that would reasonably be expected give rise to an Indemnifiable Loss, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The the indemnified party shall promptly notify the indemnifying party in writing (such notice, an “Indemnity Claim Notice”) in reasonable detail (including the basis and the dollar amount), of any claim, demand, action action, suit, investigation or proceeding instituted by a Person other than an indemnified party (a “Third Party Claim”) for which indemnification will be sought under Section 9.1 or Section 9.2 of this SectionAgreement, including, to the extent known, the specific facts and if circumstances relating to such Indemnifiable Loss, the amount of the Indemnifiable Loss (to the extent the amount is known or capable of reasonable calculation or estimation at that time) and the specific Section(s) of this Agreement on which the party seeking indemnification is relying as a basis for its entitlement to such indemnification. At any time after an indemnified party has delivered an Indemnity Notice, such indemnified party in its discretion may supplement or amend such notice by delivery of any correspondence, updated or amended notice or other information relating to the claim covered by the original Indemnity Claim Notice. Failure or delay in notifying the indemnifying party will not relieve the indemnifying party of any liability it may have to the indemnified party, except and only to the extent that such failure or delay causes actual harm to the indemnifying party with respect to such Third Party Claim or non-Third Party Claim, as applicable. If such demand, action, suit, claim, demand, action investigation or proceeding is a third party claimThird Party Claim, demand, action or proceeding, then the indemnifying party will have the right right, at its expense expense, to participate in and/or assume the defense thereof using counsel reasonably acceptable to the indemnified partyparty (provided that, with respect to a Third Party Claim involving (i) any Contract with the U.S. Navy or the U.S. Coast Guard (where the U.S. Navy or U.S. Coast Guard is a party to such Third Party Claim), (ii) any matter described in Section 9.1(c) and (d) or (iii) a reputational or similarly substantial matter with respect to the indemnified party that if adversely determined would result in, or would reasonably be expected to result in a Material Adverse Effect, the indemnifying party will only have the right to assume the defense of such Third Party Claim if the indemnified party does not assume the defense thereof). The If the indemnifying party chooses to assume the defense, it shall notify the indemnified party within thirty (30) days of receipt of the Indemnity Claim Notice (or such lesser number of days set forth in the Indemnity Claim Notice as may be required by any Government Entity, any court proceeding or regulatory inquiry or investigation). If the indemnifying party assumes the defense, the indemnified party shall have the right to participate, at its own expense, with respect to any such third party demand, action, suit, claim, demand, action investigation or proceeding, it being understood, however, that the indemnifying party shall control the defense. Notwithstanding the immediately preceding sentence, the fees and expenses of the indemnified party’s counsel shall be at the expense of the indemnifying party if (A) the indemnifying party shall have failed, within the time after having been notified by the indemnified party of the existence of the Third Party Claim as provided in this Section 9.3(b), to assume the defense of such Third Party Claim, (B) the indemnifying party and the indemnified party are both named parties to the proceedings and the parties jointly shall have concluded in good faith that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the indemnified party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the indemnifying party in respect thereof. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession, including making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without the prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, that, with respect to any proposed settlement involving specific performance or other non-monetary settlement, including any restriction on the future conduct of the Business, the indemnified party may in its sole discretion withhold consent to any such settlement. If (I) a firm written offer is made to settle any such third Third Party Claim, demand, action or proceeding, (II) such settlement offer contains an unconditional release of the indemnified party claimwith respect to the indemnified portion of such Third Party Claim, demand, action or proceeding that includes a full release and does not provide for any relief other than the payment of monetary damages as to which the indemnified party will be fully indemnified pursuant to this Article IX, and involves only monetary damages and (III) the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claimThird Party Claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claimThird Party Claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claimThird Party Claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable attorneys’ fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this SectionSection 7.1 or Section 7.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of (i) the indemnifying party, but only to the extent that such settlement is to be funded by the indemnifying party and (ii) the indemnified party, but the indemnified party's consent shall not unreasonably be withheld. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of (i) Whenever any claim shall arise for indemnification under this Section 18C14, the party entitled to indemnification (“indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party ”) shall promptly notify notify, in writing, the indemnifying other party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will from whom indemnity may be sought under this SectionSection 14 (“indemnifying party”), and if of the claim and, when known, the facts constituting the basis for such claim; provided, demandhowever, action that the indemnified party’s failure to give such notice shall not affect any rights or remedies of such indemnified party hereunder with respect to indemnification for Damages except to the extent that the indemnifying party is prejudiced thereby. (ii) In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding is by a third party, the notice to the indemnifying party shall specify, if known, the amount or any estimate of the amount of the liability arising therefrom. Neither the indemnified party nor any indemnifying party shall settle or compromise any claim by a third party for which the indemnified party is entitled to indemnification hereunder, without the prior written consent of the other party, unless suit shall have been instituted against the indemnified party and the indemnifying party shall not have taken control of such suit after notification thereof as provided hereinafter. (iii) Upon receipt of a claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume shall promptly undertake the defense thereof using of the claim with counsel reasonably acceptable to the indemnified party. The At its own expense, the indemnified party shall have the right to participate, at participate in the defense with counsel of its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified partychoice. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party has assumed the defense of any such claim or legal proceeding on account of the indemnifying party’s failure or refusal to prosecute such claim or legal proceeding, then all costs and involves only monetary damages expenses incurred by the indemnified party in connection with such assumption shall constitute Damages. Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the indemnifying party; provided, however, that the indemnifying party proposes to accept such settlement and will hold the indemnified party refuses to consent to such settlementharmless from all of its expenses and costs, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) costs, as and when incurred after rejection of in connection with such settlement cooperation by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under Sections 9.1 and 9.2 of this SectionAgreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right and the obligation at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In , and in connection with any such third party claim, demand, action or proceeding, proceeding the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept and pay such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes (a) Promptly after receipt (and in any event within 20 days) by a UMC Indemnified Person of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify notice of the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), commencement of any claimthird party claim which such UMC Indemnified Person reasonably believes may result in a demand for indemnification against it, demandsuch UMC Indemnified Person will, action or proceeding if a claim is to be made against the Shareholder for which indemnification will be sought under this Sectionhereunder, and if give notice to the Shareholder of the commencement of such claim, demandbut the failure to notify the Shareholder will not relieve the Shareholder of any liability that they may have to any UMC Indemnified Person, except to the extent that the Shareholder demonstrate that the defense of such action or proceeding is prejudiced by the UMC Indemnified Person’s failure to give such notice. (b) If any third-party claim referred to in Section 7.3(a) is brought against a third UMC Indemnified Person and it gives notice to the Shareholder of the commencement of such third-party claim, demandthe Shareholder will be entitled to participate in such Action and, action or proceedingto the extent that it wishes (unless the Shareholder is also a party to such Action and the UMC Indemnified Person determines in good faith that joint representation would be inappropriate due to a bona fide conflict of interest), the indemnifying party will have the right at its expense to assume the defense thereof using of such Action with counsel reasonably acceptable satisfactory to the indemnified party. The indemnified party shall have UMC Indemnified Person and, after notice from the right Shareholder to participatethe UMC Indemnified Person of their election to assume the defense of such Action, at its own expensethe Shareholder will not, as long as it reasonably diligently conducts such defense, be liable to the UMC Indemnified Person under this Section 7.3 for any fees of other counsel or any other expenses with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claimAction, demandin each case subsequently incurred by the UMC Indemnified Person in connection with the defense of such Action, action or proceeding; (ii) other than reasonable costs of investigation. If it is determined that joint representation is inappropriate due to a bona fide conflict of interest, then the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party Shareholder shall pay all reasonable costs and expenses of one separate counsel for the UMC Indemnified Person. If the Shareholder assumes the defense of an Action, (including reasonable attorneys’ fees and expensesi) incurred after rejection no compromise or settlement of such settlement claims may be effected by the indemnified partyShareholder without the UMC Indemnified Person’s consent (not to be unreasonably withheld) unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the UMC Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Shareholder; and (ii) the UMC Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to the Shareholder of any third party Action and the Shareholder does not, within ten (10) days after the UMC Indemnified Person’s notice is given, give notice to the UMC Indemnified Person of their election to assume the defense of such Action, the Shareholder will be bound by any determination made in such Proceeding or any compromise or settlement effected by the UMC Indemnified Person. (c) Notwithstanding the foregoing, if a UMC Indemnified Person determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the UMC Indemnified Person may, by notice to the Shareholder, assume the exclusive right to defend, compromise, or settle such Action, but if the amount thereafter recovered Shareholder will not be bound by such third party from the indemnified party is less than the amount any determination of the proposed settlement, the indemnified party shall a claim so defended or any compromise or settlement effected without their consent (which may not be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreementunreasonably withheld).

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under Section VIII.1. or Section VIII.2. of this SectionAgreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: : (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action 28 or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this SectionSection 8.1 or Section 8.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume and control the defense thereof using counsel reasonably acceptable to the indemnified party; provided, that, the indemnifying party shall continue to be entitled to assert any limitation on any claims contained herein. The Should an indemnifying party so elect to assume the defense of a third party claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participateparticipate in the defense thereof and to employ counsel, at its own expense, with respect to any separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such third party claim, demand, action or proceedingdefense. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third The indemnifying party claim, demand, action or proceeding shall be settled without obtain the prior written consent of the indemnified party. If party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a firm written offer is made claim or ceasing to settle any defend such third party claimclaim if, demandpursuant to or as a result of such settlement or cessation, action injunctive or proceeding that includes a full release of other equitable relief will be imposed against the indemnified party and involves only monetary damages and the indemnifying party proposes to accept or if such settlement does not expressly and unconditionally release the indemnified party refuses to consent from all liabilities and obligations with respect to such settlementclaim, then: (i) the without prejudice except for payments that would be required to be paid by indemnified party hereunder. No indemnifying party shall be excused fromhave any obligation to indemnify any indemnified party with respect to any environmental, investigatory, corrective or remedial action (collectively “Remedial Actions”) except to the extent such Remedial Action is affirmatively required by Environmental Laws and then only to the extent of such measures (reasonably satisfactory to the indemnifying party) as are required for purposes of cost effective compliance with such Environmental Laws employing risk-based standards where applicable and assuming continued agricultural or industrial use of the subject property. The indemnifying party shall, upon receipt of notice of an indemnification claim hereunder with respect to any Remedial Action, have the right of reasonable access to any relevant property and the right (but not the obligation) to undertake control over the conduct of such Remedial Action (including without limitation negotiations with, and settlements with, governmental authorities and third parties), subject to the obligation to keep the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability reasonably informed of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount status and progress of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this AgreementRemedial Action.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under this SectionSection 6.1 or Section 6.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using reputable counsel reasonably acceptable competent to handle the indemnified partysubject matter of the claim(s) at issue. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, but only to the extent that such settlement is to be funded by the indemnifying party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: : (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all reasonable attorneys' fees and legal costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such reasonable attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with All amounts due from Seller under this Article 6 may be set-off against the indemnified party and its legal representatives and accountants in the investigation of any actionNote pursuant to Section 6.3(e), claim, or liability covered by this Agreementbelow.