Common use of Notification and Third Party Claims Clause in Contracts

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen (15) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative shall notify the Indemnified Party whether the Seller Representative elects to defend such Third Party Claim. If the Seller Representative so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s reasonable judgment, a legal conflict of interest exists between the Indemnified Party, on the one hand, and the Seller Representative or Indemnifying Party, on the other hand, with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respect, or if the Seller Representative elects not to defend such Third Party Claim, or if the Seller Representative fails to notify the Indemnified Party within the fifteen (15) day notice period that it elects to defend such Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative shall control all aspects of the defense, and if the Indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided that the Seller Representative shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless the Indemnified Party undertakes the defense of a Third Party Claim pursuant to Subsection (b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller Representative, that shall not be unreasonably withheld, conditioned or delayed. (d) If the Seller Representative elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“"Claim Notice”"), provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“"Third Party Claims”") shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen (15) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative Indemnifying Party shall notify the Indemnified Party whether the Seller Representative Indemnifying Party elects to defend such Third Party Claim. If the Seller Representative Indemnifying Party so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s 's and the Indemnifying Party's reasonable judgment, a legal conflict of interest exists between the Indemnified Party, on the one hand, Party and the Seller Representative or Indemnifying Party, on the other hand, Party with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respectClaim, or if the Seller Representative Indemnifying Party elects not to defend such Third Party Claim, or if the Seller Representative Indemnifying Party fails to notify the Indemnified Party within the fifteen (15) day notice period that it elects to defend such Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative Indemnifying Party refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative Indemnifying Party shall control all aspects of the defense, defense and if the Indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative Indemnifying Party may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided that the Seller Representative Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless If the Indemnified Party undertakes the defense of a Third Party Claim pursuant to hereunder for any reason other than that provided in Subsection (b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller RepresentativeIndemnifying Party, that which shall not be unreasonably withheld, conditioned withheld or delayed. (d) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative Indemnifying Party with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days day notice shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative Parties not resolved within the this thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. 15. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen (15) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative Indemnifying Party shall notify the Indemnified Party whether the Seller Representative Indemnifying Party elects to defend such Third Party Claim. If the Seller Representative Indemnifying Party so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a legal conflict of interest exists between the Indemnified Party, on the one hand, Party and the Seller Representative or Indemnifying Party, on the other hand, Party with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respectClaim, or if the Seller Representative Indemnifying Party elects not to defend such Third Party Claim, or if the Seller Representative Indemnifying Party fails to notify the Indemnified Party within the fifteen (15) day notice period that it elects to defend such Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative Indemnifying Party refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative Indemnifying Party shall control all aspects of the defense, defense and if the Indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative Indemnifying Party may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided that the Seller Representative Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless If the Indemnified Party undertakes the defense of a Third Party Claim pursuant to hereunder for any reason other than that provided in Subsection (b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller RepresentativeIndemnifying Party, that which shall not be unreasonably withheld, conditioned withheld or delayed. (d) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative Indemnifying Party with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“"Claim Notice”), ") provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“"Third Party Claims”") shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen (15) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative Indemnifying Party shall notify the Indemnified Party whether the Seller Representative Indemnifying Party elects to defend such Third Party Claim. If the Seller Representative Indemnifying Party so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s 's and the Indemnifying Party's reasonable judgment, a legal conflict of interest exists between the Indemnified Party, on the one hand, Party and the Seller Representative or Indemnifying Party, on the other hand, Party with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respectClaim, or if the Seller Representative Indemnifying Party elects not to defend such Third Party Claim, or if the Seller Representative Indemnifying Party fails to notify the Indemnified Party within the fifteen (15) day notice period that it elects to defend such Third Party Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative Indemnifying Party refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative Indemnifying Party shall control all aspects of the defense, defense and if the Indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative Indemnifying Party may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided provided, that the Seller Representative Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless If the Indemnified Party undertakes the defense of a Third Party Claim pursuant to Subsection (bhereunder for any reason other than that provided in Section 14.02(b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller RepresentativeIndemnifying Party, that which shall not be unreasonably withheld, conditioned withheld or delayed. (d) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative Indemnifying Party with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days day notice shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative Parties not resolved within the this thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. IX. The obligations and liabilities of an Indemnifying Party under this Article IX VIII with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX VIII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen (15) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative Indemnifying Party shall notify the Indemnified Party whether the Seller Representative Indemnifying Party elects to defend such Third Party Claim. If the Seller Representative Indemnifying Party so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a legal conflict of interest exists between the Indemnified Party, on the one hand, Party and the Seller Representative or Indemnifying Party, on the other hand, Party with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respectClaim, or if the Seller Representative Indemnifying Party elects not to defend such Third Party Claim, or if the Seller Representative Indemnifying Party fails to notify the Indemnified Party within the fifteen (15) day notice period that it elects to defend such Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative Indemnifying Party refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative Indemnifying Party shall control all aspects of the defense, defense and if the Indemnifying indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative Indemnifying Party may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided that the Seller Representative Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless the Indemnified Party undertakes the defense of a Third Party Claim pursuant to Subsection (b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller RepresentativeIndemnifying Party, that shall not be unreasonably withheld, conditioned or delayed. (d) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative Indemnifying Party with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“"Claim Notice”"), provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“"Third Party Claims”") shall be governed by and contingent upon the following additional terms and conditions: (a) Within fifteen thirty (1530) days of the Seller Representative’s receipt of a Claim Notice of a Third Party Claim, the Seller Representative Indemnifying Party shall notify the Indemnified Party whether the Seller Representative Indemnifying Party elects to defend such Third Party Claim. If the Seller Representative Indemnifying Party so elects, it shall undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided that if, in the Indemnified Party’s reasonable judgment, if a legal conflict of interest exists between the Indemnified Party, on the one hand, Party and the Seller Representative or Indemnifying Party, on the other hand, Party with respect to such Third Party Claim or such Third Party Claim could materially adversely affect Buyer or the Company in any respectClaim, or if the Seller Representative Indemnifying Party elects not to defend such Third Party Claim, or if the Seller Representative Indemnifying Party fails to notify the Indemnified Party within the fifteen thirty (1530) day notice period that it elects to defend such Claim, such Indemnified Party shall be entitled to select reasonable counsel of its own choosing, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such counsel to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement. The Claim Notice of the Third Party Claim by the Indemnified Party shall contain all material information known to the Indemnified Party with respect to the Third Party Claim and shall include copies of materials submitted to the Indemnified Party by the relevant third party with respect to the Third Party Claim. (b) If the Seller Representative Indemnifying Party refuses or fails at any time to defend the Indemnified Party against any Third Party Claim, the Indemnified Party shall have the right to undertake the defense, and to compromise or settle such Third Party Claim Claim. Such settlement shall be on behalf of and for the account and at the risk of the Indemnifying Party to the extent that the Indemnifying Party is finally determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third Party Claim. (c) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Seller Representative Indemnifying Party shall control all aspects of the defense, defense and if the Indemnifying Party acknowledges in writing its duty to provide full indemnification to the Indemnified Party regarding such Third Party Claim, the Seller Representative Indemnifying Party may enter into a settlement of such Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third Party Claim; provided that the Seller Representative shall not enter into any such settlement, compromise Indemnifying Party obtains a full and unconditional release of the Indemnified Party or judgment without otherwise obtains the prior written consent of the Indemnified Party Party, if it would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. Unless the Indemnified Party undertakes the defense of a Third Party Claim pursuant to Subsection (b) hereof, it shall not settle, compromise or enter into any judgment with respect to a Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of the Seller Representative, that shall not be unreasonably withheld, conditioned or delayed. (d) If the Seller Representative Indemnifying Party elects to undertake and diligently pursues the defense of a Third Party Claim hereunder, the Indemnified Party shall provide the Seller Representative Indemnifying Party with access to all reasonably requested witnesses, records and documents of the Indemnified Party relating to any Third Party Claim. (e) The Indemnified Party may participate in the defense of any Third Party Claim at its own expense.