Common use of Notice to Indemnifying Party Clause in Contracts

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here there from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 7.1 or 9.27.2 hereof, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability Losses arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.47.5 hereof.

Notice to Indemnifying Party. If Promptly after the receipt by an indemnified party under this Section 5 of notice of the commencement of any action for which indemnification may be sought by the indemnified party (hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this section, notify the “Indemnified Party”) receives indemnifying party in writing of the commencement thereof. The omission so to notify the indemnifying party will not relieve it from any liability that it may otherwise have to any indemnified party, except to the extent such omission materially prejudices the ability of the indemnifying party to defend against such action. Upon notice of the commencement of an action against an indemnified party, the indemnifying party will be entitled to participate in and assume the defense of such action, at the indemnifying party’s own expense, with counsel chosen by such indemnifying party and reasonably satisfactory to such indemnified party. No indemnifying party hereunder will be liable for the payment of any amount in settlement of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (such indemnifying party, which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4withheld.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 10.1 or 9.210.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.410.4.

Notice to Indemnifying Party. If any party Party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) Party (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2Section 8, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party Party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4‎8.3. Failure by the Indemnified Party to give notice promptly will not affect the indemnification obligations of the Indemnifying Party except and to the extent the Indemnifying Party is prejudiced thereby.

Notice to Indemnifying Party. If any party Party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) Party (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2Section 6, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party Party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.46.3. Failure by the Indemnified Party to give notice promptly will not affect the indemnification obligations of the Indemnifying Party except and to the extent the Indemnifying Party is prejudiced thereby.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2Section 8.01 pursuant to any other specific indemnification provision contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the The failure of the Indemnified Party a party to give prompt notice of a claim under this Section 8.04 shall not adversely affect relieve any party from liability, unless and to the Indemnified Party’s right to indemnification hereunder unless extent the defense of that claim is other party has been materially prejudiced by such failurethereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the Indemnifying Party either (i) shall not have taken control undertaken the defense of such suit after notification thereof as provided in Section 9.48.05 or (ii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder.

Notice to Indemnifying Party. If any party (the “Indemnified Party”"Indemnitee") ---------------------------- receives notice of any third-party claim or other of the commencement of any action or proceeding or becomes aware of the occurrence of any event with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated required to provide indemnification pursuant to Sections 9.1 Section 7.1 or 9.27.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate . The Indemnifying Party may take control of the amount defense, settlement or compromise of such claim, action or proceeding at the liability arising here from Indemnifying Party's own expense and with the basis of the claim. Such notice shall be a condition precedent to any liability assistance of the Indemnifying Party's own counsel, which counsel shall be reasonably acceptable to the Indemnitee. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for indemnification hereundersuch defense, but and shall otherwise cooperate fully with the failure of Indemnifying Party. The Indemnitee shall also have the Indemnified Party right to give prompt notice participate in any defense and/or settlement of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it at Indemnitee's expense and may, if the Indemnifying Party shall not have taken control choose to defend or resist said claim within twenty (20) days after notice thereof from the Indemnitee (or such shorter time specified in the notice as the circumstances of such suit after notification thereof as provided the matter may dictate), dispose of the matter at the reasonable cost of the Indemnifying Party in Section 9.4any way it reasonably deems to be in its best interest.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 7.1 or 9.27.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.47.4.

Notice to Indemnifying Party. If any party (the “Indemnified Party”"Indemnitee") receives notice of any third-party claim or other of the commencement of any action or proceeding or becomes aware of the occurrence of any event with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated required to provide indemnification pursuant to Sections 9.1 Section 11.1 or 9.211.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate . The Indemnifying Party may take control of the amount defense, settlement or compromise of such claim, action or proceeding at the liability arising here from Indemnifying Party's own expense and with the basis of the claim. Such notice shall be a condition precedent to any liability assistance of the Indemnifying Party's own counsel, which counsel shall be reasonably acceptable to the Indemnitee. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for indemnification hereundersuch defense, but and shall otherwise cooperate fully with the failure of Indemnifying Party. The Indemnitee shall also have the Indemnified Party right to give prompt notice participate in any defense and/or settlement of a claim shall not adversely affect at the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it Indemnitee's expense and may, if the Indemnifying Party shall not have taken control choose to defend or resist said claim within twenty (20) days after notice thereof from the Indemnitee (or such shorter time specified in the notice as the circumstances of such suit after notification thereof as provided the matter may dictate), dispose of the matter at the reasonable cost of the Indemnifying Party in Section 9.4any way it reasonably deems to be in its best interest.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “Indemnified PartyIndemnitee”) receives notice of any claim from a person or entity not a party to this Agreement (a “Third Party Claimant”) or other commencement of any action or proceeding by a Third Party Claimant with respect to which any other party (or parties) is obligated to provide indemnification (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections Section 9.1 or 9.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification hereundercontained in this Agreement with regard to Third Party Claimants. The Indemnifying Party shall defend, but at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the failure asserted liability of the Indemnified Indemnitee. In any event, the Indemnitee, the Indemnifying Party to give prompt notice of a claim shall not adversely affect and the Indemnified Indemnifying Party’s right to indemnification hereunder unless counsel shall cooperate in the compromise of, or defense against, any such asserted liability. Both the Indemnitee and the Indemnifying Party may participate in the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not asserted liability and neither may settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without over the prior written consent objection of the other. If the Indemnifying Party (which chooses to defend any claim, the Indemnitee shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and make available to the Indemnifying Party shall not have taken any books, records or other documents within its control of that are necessary or appropriate for such suit after notification thereof as provided in Section 9.4defense.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 14.1 or 9.214.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.414.4. Failure by the Indemnified Party to give notice promptly will not affect the indemnification obligations of the Indemnifying Party except and to the extent the Indemnifying Party is prejudiced thereby.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections Section 9.1 or 9.2pursuant to any other specific indemnification provision contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the The failure of the Indemnified Party a party to give prompt notice of a claim under this Section 9.4 shall not adversely affect relieve any party from liability, unless and to the Indemnified Party’s right to indemnification hereunder unless extent the defense of that claim is other party has been materially prejudiced by such failurethereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the Indemnifying Party either (i) shall not have taken control undertaken the defense of such suit after notification thereof as provided in Section 9.49.5 or (ii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.410.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") ---------------------------- receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 12.1 or 9.212.2 pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.412.4.

Notice to Indemnifying Party. (a) If any party (the “Indemnified Party”) receives notice a Purchaser Indemnitee or a Seller Indemnitee becomes aware of any claim or other commencement of any action or proceeding event with respect to which any other party (Seller or parties) Purchaser (the “"Indemnifying Party”") is or may be obligated to provide indemnification pursuant to Sections 9.1 Section 7.1 or 9.27.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify stating in reasonable detail, if known, detail the amount or an nature and basis of said claim and a good faith estimate of the amount thereof (provided that the fact that the detail set forth is insufficient shall in no event prevent any party from asserting its rights under this Agreement), and in the case of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party claim for indemnification hereunderhereunder arising out of any claim, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle action, suit or compromise any claim proceeding brought by a third party for which it is entitled (a "Third Party Claim"), the Indemnitee shall give to indemnification hereunder without the prior Indemnitor a copy of any written consent of claims, process or legal pleadings with respect thereto promptly after such documents are received by the Indemnitee. The failure to give such notice shall not relieve the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and of its obligations under this Section 7 except to the extent that such failure has materially adversely prejudiced the Indemnifying Party shall not have taken control of under the provisions for indemnification contained in this Agreement. Subject to paragraph (c) hereof, the Indemnifying Party may compromise or defend, at such suit after notification thereof as provided in Section 9.4Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third Party Claim.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") ---------------------------- receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 11.1 or 9.211.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.411.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 SECTION 10.1 or 9.2SECTION 10.2 hereof or pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis therefrom. The timely delivery of the claim. Such any such notice shall not be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but unless the failure delay or untimely delivery of any such notice is materially prejudicial to the right or ability of the Indemnified Indemnifying Party to give prompt notice defend against the claim, action or proceeding which is the subject of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failurenotice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.410.4 below.

Notice to Indemnifying Party. If any party Party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party Party (or partiesParties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 10.1 or 9.210.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.410.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 9.1 12.1, 12.2 or 9.212.3, or pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party Westminster or Shareholders written notice thereofthereof (as appropriate), which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failurecontained in this Agreement. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.412.6 hereof.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2‎Section 12.01 and Section 12.02, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4‎Section 12.04 below.

Notice to Indemnifying Party. If any party hereto (the “Indemnified Party”"Indemnitee") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) hereto is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 9.1 Section 13.1 or 9.213.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification hereundercontained in this Agreement. The Indemnifying Party may compromise or defend, but at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the failure asserted liability of the Indemnified Indemnitee. In any event, the Indemnitee, the Indemnifying Party to give prompt notice of a claim and the Indemnifying Party's counsel shall not adversely affect cooperate in the Indemnified Party’s right to indemnification hereunder unless compromise of, or defense against, any such asserted liability. Both the Indemnitee and the Indemnifying Party may participate in the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not asserted liability and neither may settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without over the prior written consent objection of the other. If the Indemnifying Party (which chooses to defend any claim, the Indemnitee shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and make available to the Indemnifying Party shall not have taken any books, records or other documents within its control of that are necessary or appropriate for such suit after notification thereof as provided in Section 9.4defense.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 11.1 or 9.211.2 or pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the The failure of the Indemnified Party a party to give prompt notice of a claim under this Section 11.5 shall not adversely affect relieve any party from liability, unless and to the Indemnified Party’s right to indemnification hereunder unless extent the defense of that claim is other party has been materially prejudiced by such failurethereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the Indemnifying Party either (i) shall not have taken control undertaken the defense of such suit after notification thereof as provided in Section 9.411.6 or (ii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 12.1 or 9.212.2 pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.412.4.

Notice to Indemnifying Party. If any party (the “Indemnified Party”"Indemnitee") receives notice of any claim or other the commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 9.1 Section 10.1 or 9.210.2, the Indemnified Party Indemnitee shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification hereunder, but contained in this Agreement provided that such Indemnifying Party shall be relieved of its obligation hereunder only to the failure extent of the Indemnified detriment suffered by the Indemnifying Party as a result of Indemnitee's failure to give prompt notice of notice. If such event involves a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of party, the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it the right at its sole expense to control and assume the defense of the matter giving rise to such indemnification with counsel reasonably satisfactory to the Indemnitee and to compromise or settle any such matter, provided that such compromise or settlement entirely and unconditionally releases the Indemnitee from all liability with respect thereto. If the Indemnifying Party shall assume the defense of the Indemnitee, the Indemnitee shall have the right to participate in such defense but only at its own expense and the Indemnifying Party shall not have taken control be obligated to pay the fees of counsel to the Indemnitee incurred after such assumption. If the Indemnifying Party does not assume the defense of such suit matter within a reasonable time after notification thereof as provided in Section 9.4notice thereof, the Indemnitee may defend, settle and/or compromise such matter for the account and the expense of the Indemnifying Party.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2Article 9 and this Section 9.02, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.below. 9.03

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here there from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought. If any party (the “Buyer Indemnified Party”) Party or Member Indemnified Party receives notice of any claim or other commencement of any action or proceeding by a Person who is not a party to this Agreement with respect to which any other party (the Indemnifying Parties are or parties) (the “Indemnifying Party”) is may be obligated to provide indemnification pursuant to Sections 9.1 or 9.2this Agreement (a “Third-Party Claim”), the applicable Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if knownto the extent possible, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the applicable Indemnified Party to give prompt notice of a claim shall not release, waive or adversely affect the such Indemnified Party’s right to indemnification hereunder unless except and only to the extent that the defense of that claim is materially prejudiced by such failure or to the extent that any Losses result from or are caused by such failure. The applicable Indemnified Party shall not settle may settle, compromise or compromise consent to entry of any judgment with respect to any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of and for which the Indemnifying Party (which shall has elected not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken to take control of such suit after notification thereof as provided in Section 9.4this Agreement, provided that the Indemnifying Party consents in writing to any such settlement, compromise or judgment.

Notice to Indemnifying Party. If In the event any ---------------------------- indemnified party (should have an indemnification claim against any indemnifying party under this Agreement that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the “Indemnified Party”) receives indemnified party shall deliver notice of such claim stating the nature and basis of such claim to the extent known with reasonable promptness to the indemnifying party. The failure by any claim or other commencement indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from liability that it may have to such indemnified party, except to the extent that the indemnifying party has been actually prejudiced by such failure and except to the extent the notice is not delivered prior to the expiration of any action or proceeding applicable survival periods set forth in Section 9.1. If the indemnifying party disputes its liability with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2such claim, the Indemnified Party indemnifying party and the indemnified party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify proceed in reasonable detailgood faith to negotiate a resolution of such dispute and, if knownnot resolved through negotiations, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice such dispute shall be a condition precedent to any liability resolved by litigation in an appropriate court of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4competent jurisdiction.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 11.1, 11.2 or 9.211.3, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here there from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s 's right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.411.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 11.1 or 9.211.2 or pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the The failure of the Indemnified Party a party to give prompt notice of a claim under this Section 11.5 shall not adversely affect relieve any party from liability, unless and to the Indemnified Party’s right to indemnification hereunder unless extent the defense of that claim is other party has been materially prejudiced by such failurethereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the Indemnifying Party either (i) shall not have taken control undertaken the defense of such 76 suit after notification thereof as provided in Section 9.411.6 or (ii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) Party receives notice of any claim Claim or other commencement of any action or proceeding with respect to which any the other party (or parties) (in such capacity, the “Indemnifying Party”) is or may be obligated to provide indemnification pursuant to Sections 9.1 or 9.2this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, detail the amount or or, to the extent of the Indemnified Party’s knowledge, an estimate of the amount of the liability arising here from therefrom and the factual basis of the claimClaim. Such notice shall be a condition precedent to any liability of the such Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim Claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim Claim is materially prejudiced by such failure or any Losses result from or are caused by such failure (and then solely to the extent such defense is materially prejudiced and to the extent of such Losses that result from or are caused by such failure). The Indemnified Party shall not settle may settle, compromise or compromise consent to entry of any claim judgment with respect to any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of and for which the Indemnifying Party (has elected not to take control of pursuant to Section 9.4, provided that the Indemnifying Party consents in writing to any such settlement, compromise or judgment, which consent shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 7.1 or 9.27.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from therefrom and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.47.4.

Notice to Indemnifying Party. If any party (the “"Indemnified Party”") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “"Indemnifying Party”") is obligated to provide indemnification pursuant to Sections 9.1 14.1 or 9.214.2 or pursuant to any other specific indemnification covenant contained in this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify in reasonable detailspecify, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claimtherefrom. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the The failure of the Indemnified Party a party to give prompt notice of a claim under this Section 14.5 shall not adversely affect relieve any party from liability, unless and to the Indemnified Party’s right to indemnification hereunder unless extent the defense of that claim is other party has been materially prejudiced by such failurethereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the Indemnifying Party either (i) shall not have taken control undertaken the defense of such suit after notification thereof as provided in Section 9.414.6 or (ii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder.