Common use of Notices and Defense of Indemnified Matters Clause in Contracts

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 (each, an “Indemnifying Party”) of its claim, including the specific details of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 11 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 11, it will provide notice thereof in writing to the Party Parties from whom indemnification is sought pursuant to this Article 13 11 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt 11, including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party Parties unless it includes a full release of the Indemnified Party (Parties and its applicable Affiliates) their respective Subsidiaries from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the . (c) The Indemnified Party agrees Parties agree to cooperate fully with the Indemnifying Party Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 1311, including the prompt furnishing to the Indemnifying Party Parties of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) Parties may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) Parties to be utilized in connection with such defense, the making available to the Indemnifying Party Parties of any files, records or other information of the Indemnified Party (or its applicable Affiliates) Parties that Indemnifying Party reasonably Parties consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party Parties of any employees of the Indemnified Party (or its applicable Affiliate)Parties; provided, however, that in connection therewith the Indemnifying Party agrees Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) Parties pursuant to this Section 13.411.4. In no event shall the obligation of the Indemnified Party Parties to cooperate with the Indemnifying Party Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 1311; provided, however, that the Indemnified Party Parties may, at its their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees Parties agree to keep any such counsel hired by the Indemnified Party Parties reasonably informed as to the status of any such defense, but the Indemnifying Party Parties shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) Parties as a result of such claim, claim and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) Parties under contractual indemnities from third parties. The Indemnified Party Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) Parties in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Parties. To the extent that the Indemnifying Party has Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party Parties shall be subrogated to the rights of the Indemnified Party Parties to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 11 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 11, it will provide notice thereof in writing to the Party Parties from whom indemnification is sought pursuant to this Article 13 11 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt 11, including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party Parties unless it includes a full release of the Indemnified Party (Parties and its applicable Affiliates) their respective Subsidiaries from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the . (c) The Indemnified Party agrees Parties agree to cooperate fully with the Indemnifying Party Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article 1311, including the prompt furnishing to the Indemnifying Party Parties of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) Parties may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) Parties to be utilized in connection with such defense, the making available to the Indemnifying Party Parties of any files, records or other information of the Indemnified Party (or its applicable Affiliates) Parties that Indemnifying Party reasonably Parties consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party Parties of any employees of the Indemnified Party (or its applicable Affiliate)Parties; provided, however, that in connection therewith the Indemnifying Party agrees Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) Parties pursuant to this Section 13.411.4; provided further that no Indemnified Party shall be obligated to make available any such records, files or other information that is subject to the attorney-client privilege of such Indemnified Party. In no event shall the obligation of the Indemnified Party Parties to cooperate with the Indemnifying Party Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 1311; provided, however, that the Indemnified Party Parties may, at its their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees Parties agree to keep any such counsel hired by the Indemnified Party Parties reasonably informed as to the status of any such defense, but the Indemnifying Party Parties shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) Parties under contractual indemnities from third parties. The Indemnified Party Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) Parties in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Parties. To the extent that the Indemnifying Party has Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party Parties shall be subrogated to the rights of the Indemnified Party Parties to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 13 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 13, it will provide notice thereof in writing to the Party Parties from whom indemnification is sought pursuant to this Article 13 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt , including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party Parties unless it includes a full release of the Indemnified Party (Parties and its applicable Affiliates) their respective Subsidiaries from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the . (c) The Indemnified Party agrees Parties agree to cooperate fully with the Indemnifying Party Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party Parties of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) Parties may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) Parties to be utilized in connection with such defense, the making available to the Indemnifying Party Parties of any files, records or other information of the Indemnified Party (or its applicable Affiliates) Parties that Indemnifying Party reasonably Parties consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party Parties of any employees of the Indemnified Party (or its applicable Affiliate)Parties; provided, however, that in connection therewith the Indemnifying Party agrees Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) Parties pursuant to this Section 13.413.5. In no event shall the obligation of the Indemnified Party Parties to cooperate with the Indemnifying Party Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party Parties may, at its their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees Parties agree to keep any such counsel hired by the Indemnified Party Parties reasonably informed as to the status of any such defense, but the Indemnifying Party Parties shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) Parties as a result of such claim, claim and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) Parties under contractual indemnities from third parties. The Indemnified Party Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) Parties in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Parties. To the extent that the Indemnifying Party has Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party Parties shall be subrogated to the rights of the Indemnified Party Parties to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 (each, an “Indemnifying Party”) of its claim, including the specific details of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay Each Seller Indemnitee or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issuesBuyer Indemnitee, as the case may be. If be (an “Indemnified Party”), shall promptly notify the Indemnifying other Party assumes control of (the defense “Indemnitor”) of any Third Party claimmatter of which it becomes aware and for which it is entitled to indemnification from the Indemnitor under this Agreement. The notice shall include copies of any pleading or other written notice or demand received by the Indemnified Party. The Indemnitor shall be obligated to defend, at its sole expense, any litigation or other administrative or adversarial proceeding against the Indemnified Party agrees relating to cooperate fully with any matter for which the Indemnifying Party with respect Indemnitor has agreed to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that indemnify and hold the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to harmless under this Section 13.4Agreement. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defenseHowever, the Indemnified Party shall have the right to defend participate with the Indemnitor in the defense of any such claim with counsel of matter at its own expense. No such Claim shall be compromised or settled by either the Indemnitor or the Indemnified Party’s choosing (provided , as applicable, in any manner that admits liability on the part of the other Party or that might otherwise adversely affect the interest of such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying other Party without the prior written consent of the Indemnifying Party (such other Party, which consent shall will not be unreasonably withheld, conditioned withheld or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled . As a condition precedent to indemnification under this Agreement, the gross Indemnified Party shall assign to the Indemnitor, and the Indemnitor shall become subrogated to, all rights and Claims, up to the amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Partiesindemnification, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts against Third Parties arising out of or pertaining to the matters for which the Indemnitor shall reduce the reduction of the gross provide indemnification. The amount of the Indemnified Party’s Claim for indemnification based upon such shall be reduced by the amount of any insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which reimbursement paid to the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated pertaining to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnityClaim.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 11 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 11, it will provide notice thereof in writing to the Party from whom indemnification is sought pursuant to this Article 13 11 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt 11, including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified PartiesParty), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) their respective Affiliates from such matter or issues, as the case may be. If Notwithstanding the immediately foregoing sentence, the Indemnified Party shall be entitled to exercise control in the aforementioned matters (but the Indemnifying Party assumes control shall be entitled to participate at its own expense in the defense), (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially and adversely affect the business, operations, assets, or financial condition of the defense Indemnified Party; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any Third the Indemnifying Party claimunless it includes a full release of the Indemnifying Party and its Affiliates from such matter or issues, as the case may be. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article 1311, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that the Indemnifying Party reasonably consider considers relevant to such defense and the making available (upon reasonable request) to the Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate)Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.411.5; provided, further, that no Indemnified Party shall be obligated to make available any such records, files or other information that is subject to the attorney-client privilege of such Indemnified Party. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 1311; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree agrees to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Party. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim Each Party shall promptly notify the other Party in writing of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Article 13, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 Agreement. Upon receipt by a Seller Indemnitee or a Buyer Indemnitee (each, an “Indemnifying PartyIndemnified Person”) of its notice of a claim, including action or proceeding against such Indemnified Person in respect of which indemnity may be sought here-under, such Indem-nified Person shall promptly notify Seller or Buyer, as the specific details of and specific basis under this Agreement for its claimcase may be, with respect thereto. In addition, an Indemni-fied Person shall immediately notify Seller or Buyer, as the event that case may be, after any action is commenced (by way of service with a summons or other legal process giving information as to the claim for indemnification is based upon a claim by a Person other than nature and basis of the Indemnified Party (a “Third Party”claim) against the such Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breachedPerson. (b) The Indemnifying Party Seller or Buyer, as the case may be, shall be entitled to assume the de-fense of any litigation or proceeding in respect of which indemni-ty may be sought hereunder, including the employ-ment of counsel reason-ably satisfactory to the other party and the payment of the fees and expenses of such counsel, in which event, except as provided below, Seller or Buyer shall not be liable for the fees and expenses of any other counsel retained by any Indemnified Person in connection with such litigation or proceeding. In any such litiga-tion or proceed-ing the defense of which Seller or Buyer shall have so assumed, any Indemnified Person shall have the right to control all aspects partici-xxxx in such litigation or proceeding and to retain its own counsel, but the fees and expenses of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable at the expense of such Indemni-fied Person unless (i) Seller or Buyer, as the case may be, and such Indemnified Person shall have mutually agreed in writing to the retention of such counsel, or (ii) the named parties to any such litigation or proceeding (including any implead-ed par-ties) include Seller or Buyer, as the case may be, and such Indemnified Parties)Person and representa-tion of both parties by the same counsel would, determine whether in the opinion of counsel to appeal such Indemni-fied Person, be inappropri-ate due to actual or potential differing inter-ests between Seller or Buyer, as the case may be, and such Indemni-fied Person. (c) Seller or Buyer, as the case may be, shall not be liable for any decision settle-ment of any court litigation or proceeding ef-fected without its written consent, but if settled with such consent or if there be a final judgment for the claimant against the Indemnified Person, Seller or Buyer, as the case may be, agrees to indem-ni-fy the Indemni-fied Person from and (if it deems appropriate) against any loss or liabili-ty by reason of such settle-ment or judgment. Seller or Buyer, as the case may be, will not settle any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Person is an actual or potential party to such matter claim, action or any issues relating thereto; providedproceeding, however, that no such settlement shall be entered into without the consent (Indemnified Person’s written consent, which consent shall not be unreasonably withheld, conditioned delayed, or delayed) conditioned. The provisions contained in this Section 14.06 shall remain opera-tive and in full force and effect regardless of the Indemnified Party unless it includes a full release expiration or any termination of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defenseAgreement. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this ARTICLE 13 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this ARTICLE 13, it will provide notice thereof in writing to the Party Parties from whom indemnification is sought pursuant to this Article ARTICLE 13 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article ARTICLE 13. The Indemnifying Party shall have 30 days from its receipt , including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party Parties unless it includes a full release of the Indemnified Party (Parties and its applicable Affiliates) their respective subsidiaries from such matter or issuesissues without any admission or finding of fault or liability and does not impose upon the Indemnified Party any material non-financial obligation or any financial obligation that is not paid by the Indemnifying Party, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the . (c) The Indemnified Party agrees Parties agree to cooperate fully with the Indemnifying Party Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article ARTICLE 13, including the prompt furnishing to the Indemnifying Party Parties of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) Parties may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) Parties to be utilized in connection with such defense, the making available to the Indemnifying Party Parties of any files, records or other information of the Indemnified Party (or its applicable Affiliates) Parties that Indemnifying Party reasonably Parties consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party Parties of any employees of the Indemnified Party (or its applicable Affiliate)Parties; provided, however, that in connection therewith the Indemnifying Party agrees Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) Parties pursuant to this Section 13.413.5. In no event shall the obligation of the Indemnified Party Parties to cooperate with the Indemnifying Party Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article ARTICLE 13; provided, however, that the Indemnified Party Parties may, at its their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees Parties agree to keep any such counsel hired by the Indemnified Party Parties reasonably informed as to the status of any such defense, but the Indemnifying Party Parties shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) Parties as a result of such claim, claim and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) Parties under contractual indemnities from third parties. The Indemnified Party Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) Parties in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Parties. To the extent that the Indemnifying Party has Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party Parties shall be subrogated to the rights of the Indemnified Party Parties to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13VII, the a Party seeking indemnification (the “Indemnified Party”) shall notify the a Party from whom indemnification is sought pursuant to this Article 13 VII (each, an “Indemnifying Party”) of its claim, including the specific details of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13VII. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13VII, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that the Indemnifying Party reasonably consider considers relevant to such defense and the making available (upon reasonable request) to the Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4Article VII. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13VII; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third partiesparties or insurance. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 1311, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 11 (each, an “Indemnifying Party”) of its claim, including the specific details of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 1311. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 1311, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.411.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 1311; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim Each Party shall promptly notify the other Party of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Article 13, the Party seeking indemnification (the “Indemnified Party”) Agreement. The failure to give such prompt written notice shall notify the Party from whom indemnification is sought pursuant to this Article 13 (each, an “Indemnifying Party”) of its claim, including the specific details of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; providednot, however, that failure to promptly provide such notice relieve the indemnifying Party of claim shall not affect the right of the Indemnified Party’s its indemnification hereunder, obligations except and only to the extent that the Indemnifying indemnifying Party is materially prejudiced forfeits rights or defenses by reason of such delay failure. The indemnifying Party shall be obligated to defend and shall have the right to prosecute, at the indemnifying Party’s sole expense, any litigation or omissionother administrative or adversarial proceeding against the indemnified Party relating to any matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreementHowever, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying indemnified Party shall have the right to control all aspects of participate with the indemnifying Party in the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; providedat its own expense. Notwithstanding the foregoing, howeverneither Party will, that no such settlement shall be entered into without the consent (which consent shall other party’s written consent, settle, compromise, confess judgment or permit a judgment by default in any action, suit or proceeding if such activity does not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes provide for a full release of the Indemnified other Party (and/or such activity results in any other detriment to the other Party. The Parties agree to cooperate with each other to ensure the proper and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the adequate defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party matter with respect to all aspects of the defense of which indemnification may be applicable. Any claim for indemnity under Section 14.03 or 14.04 by any claims covered affiliate, director, officer, employee or agent must be brought and administered by the indemnification set forth in Article 13applicable Party to this Agreement. No indemnified person other than Seller and Buyer shall have any rights against either Seller or Buyer under the terms of Section 14.03 or 14.04 except as may be exercised on its behalf by Buyer or Seller, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receiveas applicable, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.414.05. In no event shall the obligation Each of Seller and Buyer may elect to exercise or not exercise indemnification rights under this Section 14.05 on behalf of the Indemnified Party other indemnified persons affiliated with it in its sole discretion and shall have no liability to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep other indemnified person for any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim action or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification inaction under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnitySection 14.05.

Notices and Defense of Indemnified Matters. (as) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 8 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 8, it will provide notice thereof in writing to the Party from whom indemnification is sought pursuant to this Article 13 8 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (bt) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt 8, including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified PartiesParty), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) their respective Affiliates from such matter or issues, as the case may be. If Notwithstanding the immediately foregoing sentence, the Indemnified Party shall be entitled to exercise control in the aforementioned matters (but the Indemnifying Party assumes control shall be entitled to participate at its own expense in the defense), (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially and adversely affect the business, operations, assets, or financial condition of the defense Indemnified Party; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any Third the Indemnifying Party claimunless it includes a full release of the Indemnifying Party and its Affiliates from such matter or issues, as the case may be. (u) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article 138, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider considers relevant to such defense and the making available (upon reasonable request) to the Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate)Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.40; provided, further, that no Indemnified Party shall be obligated to make available any such records, files or other information that is subject to the attorney-client privilege of such Indemnified Party. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 138; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (dv) In determining the amount of any Losses for which the Indemnified Parties are Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree agrees to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Party. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for Each Party claiming it is entitled to indemnification under this Article 13, hereunder (the “Indemnitee”) shall promptly notify the Party or Parties from which it is seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 (each, an “Indemnifying PartyIndemnitor”) of its claim, including the specific details any matter of which it becomes aware and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are it is entitled to indemnification under this AgreementAgreement (a “Claims Notice”). Each Claims Notice shall: (i) state that such Indemnitee believes in good faith that such Indemnitee is or may be entitled to indemnification, compensation or reimbursement under Article XIV or is or may otherwise be entitled to a monetary remedy; (ii) contain a brief description of the gross facts and circumstances supporting such Indemnitee’s claim; and (iii) if practicable, contain a good faith, non-binding, preliminary estimate of the aggregate amount of the indemnification will be reduced by (i) any insurance proceeds realized by actual and potential Losses that the Indemnified Parties, Indemnitee believes have arisen and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) may arise as a result of such claimfacts and circumstances (the aggregate amount of such estimate, as it may be modified by such Indemnitee from time to time, being referred to as the “Claimed Amount”). The Indemnitor shall respond (a “Claim Response”) to the Claims Notice during the 20 day period commencing upon delivery by an Indemnitee of a Claims Notice. If in the Claim Response the Indemnitor agrees that the full Claimed Amount is owed to the Indemnitee or that part, but not all of the Claimed Amount is owed to the Indemnitee (such partial amount, the “Agreed Amount”), such amount shall be paid to the Indemnitee in accordance with Section 14.07(c). If in the Claim Response, the Indemnitor does not agree that the Claimed Amount is owed to the Indemnitee or that only an Agreed Amount is owed to the Indemnitee, the Indemnitor and the Indemnitee shall attempt in good faith to resolve the dispute related to the contested amount within 30 days after the date on which the Indemnitor delivers a Claim Response (iior such longer period as the Indemnitee and the Indemnitor may mutually agree in writing). If the Indemnitee and the Indemnitor resolve such dispute during such period, then their resolution of such dispute shall be binding on the Parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) all amounts recovered shall be signed by the Indemnified Party (Indemnitee and its applicable Affiliates) under contractual indemnities from third partiesthe Indemnitor. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) Following execution of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnitysettlement agreement, the Indemnifying Party Stipulated Amount shall be subrogated paid to the rights of Indemnitee in accordance with Section 14.07(c). If the Indemnified Party Indemnitor and the Indemnitee are unable to receive resolve their dispute at the proceeds end of such insurance 30-day period (or contractual indemnitysuch longer period as the Indemnitee and the Indemnitor may mutually agree in writing) such dispute shall be submitted to the Independent Expert for resolution pursuant to Section 16.

Notices and Defense of Indemnified Matters. (a) To make a claim for indemnification under this Article 13, the Each Party seeking indemnification (the each, an “Indemnified Party”) pursuant to this Article 8 agrees that within a reasonable period of time after it shall notify become aware of facts giving rise to a claim for indemnification pursuant to this Article 8, it will provide notice thereof in writing to the Party from whom indemnification is sought pursuant to this Article 13 8 (each, an “Indemnifying Party”) of its claim, including specifying the specific details nature of and specific basis under this Agreement for its claim. In the event that the claim for indemnification is based upon a claim by a Person other than the Indemnified Party (a “Third Party”) against the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the such claim; provided, however, that failure to promptly timely provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt 8, including the selection of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified PartiesParty), determine determination of whether to appeal any decision of any court and (if it deems appropriate) settle the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) their respective Affiliates from such matter or issues, as the case may be. If Notwithstanding the immediately foregoing sentence, the Indemnified Party shall be entitled to exercise control in the aforementioned matters (but the Indemnifying Party assumes control shall be entitled to participate at its own expense in the defense), (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially and adversely affect the business, operations, assets, or financial condition of the defense Indemnified Party; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any Third the Indemnifying Party claimunless it includes a full release of the Indemnifying Party and its Affiliates from such matter or issues, as the case may be. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article 138, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider considers relevant to such defense and the making available (upon reasonable request) to the Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate)Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.48.5; provided, further, that no Indemnified Party shall be obligated to make available any such records, files or other information that is subject to the attorney-client privilege of such Indemnified Party. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 138; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree agrees to use commercially reasonable efforts to realize any applicable insurance proceeds and or amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce be promptly reimbursed by the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnitiesIndemnifying Party. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.

Notices and Defense of Indemnified Matters. (a) To make a claim for Each Party claiming it is entitled to indemnification under this Article 13, hereunder (the “Indemnitee”) shall promptly notify the Party or Parties from which it is seeking indemnification (the “Indemnified PartyIndemnitor”) of any matter of which it becomes aware and for which it is entitled to indemnification under this Agreement (a “Claims Notice”). Each Claims Notice shall: (i) state that such Indemnitee believes in good faith that such Indemnitee is or may be entitled to indemnification, compensation or reimbursement under Article XIV or is or may otherwise be entitled to a monetary remedy; (ii) contain a brief description of the facts and circumstances supporting such Indemnitee’s claim; and (iii) if practicable, contain a good faith, non-binding, preliminary estimate of the aggregate amount of the actual and potential Losses that the Indemnitee believes have arisen and may arise as a result of such facts and circumstances (the aggregate amount of such estimate, as it may be modified by such Indemnitee from time to time, being referred to as the “Claimed Amount”). The Indemnitor shall respond (a “Claim Response”) to the Claims Notice during the 20 day period commencing upon delivery by an Indemnitee of a Claims Notice. If in the Claim Response the Indemnitor agrees that the full Claimed Amount is owed to the Indemnitee or that part, but not all of the Claimed Amount is owed to the Indemnitee (such partial amount, the “Agreed Amount”), such amount shall be paid to the Indemnitee in accordance with Section 14.07(c). If in the Claim Response, the Indemnitor does not agree that the Claimed Amount is owed to the Indemnitee or that only an Agreed Amount is owed to the Indemnitee, the Indemnitor and the Indemnitee shall attempt in good faith to resolve the dispute related to the contested amount within 30 days after the date on which the Indemnitor delivers a Claim Response (or such longer period as the Indemnitee and the Indemnitor may mutually agree in writing). If the Indemnitee and the Indemnitor resolve such dispute during such period, then their resolution of such dispute shall be binding on the Parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall notify be signed by the Party Indemnitee and the Indemnitor. Following execution of the settlement agreement, the Stipulated Amount shall be paid to the Indemnitee in accordance with Section 14.07(c). If the Indemnitor and the Indemnitee are unable to resolve their dispute at the end of such 30-day period (or such longer period as the Indemnitee and the Indemnitor may mutually agree in writing) such dispute shall be submitted to the Independent Expert for resolution pursuant to Section 16.03. Upon the resolution of such dispute by the Independent Expert, any amounts owing to the Indemnitee shall be paid in accordance with Section 14.07(c). (b) On the date that is 12 months from whom the Closing Date, Buyer and Sellers shall issue a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to the Sellers the amount remaining in the Escrow Account as of such date, less the aggregate Claimed Amounts set forth in any Claims Notices that have been asserted, but not resolved prior to such date. Upon the final resolution of all such Claims Notices pursuant to this Agreement, Buyer and Sellers shall issue a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to the Sellers the amount remaining in the Escrow Account. (c) Any indemnification is sought of the Seller Indemnitees pursuant to this Article 13 XIV shall be delivered by Buyer to Panther by wire transfer of immediately available funds to an account designated by Panther within five days after the determination thereof. Any indemnification of the Buyer Indemnitees pursuant to this Article XIV shall be delivered to Buyer from the Escrow Account in accordance with the terms of the Escrow Agreement by wire transfer of immediately available funds to an account designated by Buyer within five days of determination thereof. Subject to Section 14.05, if the funds remaining in the Escrow Account are insufficient to cover the full amount owing to a Buyer Indemnitee pursuant to this Article XIV, then Sellers shall pay the amount of such shortfall to Buyer by wire transfer of immediately available funds to an account designated by Buyer within five days of determination thereof. (each, i) In order for an “Indemnifying Party”) of its claim, including the specific details of and specific basis Indemnitee to be entitled to any indemnification provided for under this Agreement for its claim. In the event that the claim for indemnification is based upon Article XIV in respect of a claim or demand made by a any non-Affiliated Person other than against the Indemnified Party Indemnitee (a “Third PartyThird-Party Claim”) against ), such Indemnitee must provide a Claims Notice to the Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served Indemnitor with respect to such the claimThird-Party Claim as promptly as reasonably possible after receipt, but in no event later than ten Business Days after receipt by such Indemnitee of notice of the Third-Party Claim; provided, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnitor, within five Business Days after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. (ii) Within 30 days after receipt of a Claims Notice regarding a Third-Party Claim, the Indemnitor may, at such Indemnitor’s option and expense, participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that failure the Indemnitor may not assume and conduct the defense of such Third-Party Claim if a material part of such Third-Party Claim (x) seeks an injunction or other equitable relief (other than equitable claims that are ancillary to promptly provide such notice claims for monetary damages which are the primary relief sought) or (y) is asserted directly by, or on behalf of, a Person that has a business relationship with the Indemnitee or, if the Indemnitee is a Buyer Indemnitee, relates to the Assets purchased hereunder. Should an Indemnitor so elect to assume the defense of claim a Third-Party Claim, the Indemnitor shall not affect the right of the Indemnified Party’s indemnification hereunder, except be liable to the extent Indemnitee for legal expenses subsequently incurred by the Indemnifying Indemnitee in connection with the defense thereof unless (i) the employment of such counsel has been specifically authorized by the Indemnitor for such Third-Party is materially prejudiced by Claims, (ii) the Indemnitor fails to diligently prosecute the defense of such delay Third-Party Claim or omission(iii) in the reasonable opinion of counsel to the Indemnitee, there exists a conflict of interest between the Indemnitee and the Indemnitor that cannot be waived. In If the event that a claim is based upon an inaccuracy or breach Indemnitor assumes the defense of a representation, warranty, covenant or agreementThird-Party Claim, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (b) The Indemnifying Party Indemnitee shall have the right to control all aspects of participate in the defense of thereof and to employ counsel, at its own expense (and any counterclaims with respect to) any claims brought by a Third Party against subject to the Indemnified Party that are covered immediately preceding sentence), separate from the counsel employed by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defenseIndemnitor, it shall select counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determine whether to appeal any decision of any court and (if it deems appropriate) settle any such matter or any issues relating thereto; providedbeing understood, however, that no the Indemnitor shall control such settlement defense. If the Indemnitor chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnitor’s reasonable request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third-Party Claim (provided, that the Indemnitor enters into customary confidentiality arrangements with the Indemnitee regarding such records and information), and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnitor shall control the defense of any Third-Party Claim then the Indemnitor shall be entered into without entitled to settle such Third-Party Claim; provided, that, the Indemnitor shall obtain the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of the Indemnified Party unless it includes a full release of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right ceasing to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable if, pursuant to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such settlement or cessation, (A) injunctive or other equitable relief will be imposed against the Indemnitee, (B) such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, and without prejudice, (iiC) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree such Indemnitee shall have to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) pay a portion of the Indemnified Party settlement or (and its applicable AffiliatesD) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnitysettlement affects Buyer’s interest going forward.

Notices and Defense of Indemnified Matters. (a) To make a claim Each Party shall promptly notify the other Party in writing of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Article 13, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought pursuant to this Article 13 Agreement. Upon receipt by a Seller Indemnitee or a Buyer Indemnitee (each, an “Indemnifying PartyIndemnified Person”) of its notice of a claim, including action or proceeding against such Indemnified Person in respect of which indemnity may be sought hereunder, such Indemnified Person shall promptly notify Seller or Buyer, as the specific details of and specific basis under this Agreement for its claimcase may be, with respect thereto. In addition, an Indemnified Person shall immediately notify Seller or Buyer, as the event that case may be, after any action is commenced (by way of service with a summons or other legal process giving information as to the claim for indemnification is based upon a claim by a Person other than nature and basis of the Indemnified Party (a “Third Party”claim) against the such Indemnified Party, the Indemnified Party shall provide its notice of claim promptly after the Indemnified Party has actual knowledge of the Third Party claim and shall enclose a copy of all papers (if any) served with respect to the claim; provided, however, that failure to promptly provide such notice of claim shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. In the event that a claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the notice of claim shall specify the representation, warranty, covenant or agreement that was inaccurate or breachedPerson. (b) The Indemnifying Party Seller or Buyer, as the case may be, shall be entitled to assume the defense of any litigation or proceeding in respect of which indemnity may be sought hereunder, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and expenses of such counsel, in which event, except as provided below, Seller or Buyer shall not be liable for the fees and expenses of any other counsel retained by any Indemnified Person in connection with such litigation or proceeding. In any such litigation or proceeding the defense of which Seller or Buyer shall have so assumed, any Indemnified Person shall have the right to control all aspects participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of the defense of (and any counterclaims with respect to) any claims brought by a Third Party against the Indemnified Party that are covered by the indemnification set forth in this Article 13. The Indemnifying Party shall have 30 days from its receipt of the notice of claim to notify the Indemnified Party whether or not it will assume control of the defense of such claim. If the Indemnifying Party elects to control the defense, it shall select counsel (provided that such counsel shall be reasonably acceptable at the expense of such Indemnified Person unless (i) Seller or Buyer, as the case may be, and such Indemnified Person shall have mutually agreed in writing to the retention of such counsel, or (ii) the named parties to any such litigation or proceeding (including any impleaded parties) include Seller or Buyer, as the case may be, and such Indemnified Parties)Person and representation of both parties by the same counsel would, determine whether in the opinion of counsel to appeal such Indemnified Person, be inappropriate due to actual or potential differing interests between Seller or Buyer, as the case may be, and such Indemnified Person. (c) Seller or Buyer, as the case may be, shall not be liable for any decision settlement of any court litigation or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the claimant against the Indemnified Person, Seller or Buyer, as the case may be, agrees to indemnify the Indemnified Person from and (if it deems appropriate) against any loss or liability by reason of such settlement or judgment. Seller or Buyer, as the case may be, will not settle any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Person is an actual or potential party to such matter claim, action or any issues relating thereto; providedproceeding, however, that no such settlement shall be entered into without the consent (Indemnified Person’s written consent, which consent shall not be unreasonably withheld, conditioned delayed, or delayed) conditioned. The provisions contained in this Section 14.06 shall remain operative and in full force and effect regardless of the Indemnified Party unless it includes a full release expiration or any termination of the Indemnified Party (and its applicable Affiliates) from such matter or issues, as the case may be. If the Indemnifying Party assumes control of the defense of any Third Party claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article 13, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party (or its applicable Affiliate) may receive, permitting the names of the Indemnified Party (or its applicable Affiliates) to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party (or its applicable Affiliates) that Indemnifying Party reasonably consider relevant to such defense and the making available (upon reasonable request) to Indemnifying Party of any employees of the Indemnified Party (or its applicable Affiliate); provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its applicable Affiliates) and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Party (or its applicable Affiliates) pursuant to this Section 13.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article 13; provided, however, that the Indemnified Party may, at its option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defenseAgreement. (c) If the Indemnifying Party does not elect to assume control of the defense within 30 days from its receipt of the notice of claim or fails to give notice that it will assume control of the defense, the Indemnified Party shall have the right to defend such claim with counsel of the Indemnified Party’s choosing (provided such counsel shall be reasonably acceptable to the Indemnifying Party); provided, however, that the Indemnified Party shall not enter into any settlement or compromise or make any admission or acknowledgment that would give rise to Losses to be assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party (or its applicable Affiliates) as a result of such claim, and (ii) all amounts recovered by the Indemnified Party (and its applicable Affiliates) under contractual indemnities from third parties. The Indemnified Party hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual indemnities; provided, however, that the reasonable costs and expenses (including court costs and reasonable attorneys’, accountants’, and experts’ fees) of the Indemnified Party (and its applicable Affiliates) in connection with such efforts shall reduce the reduction of the gross amount of the indemnification based upon such insurance proceeds or contractual indemnities. To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Party has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party to receive the proceeds of such insurance or contractual indemnity.