Common use of Notification of Third Party Claims Clause in Contracts

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. The Indemnified Parties shall notify the indemnifying party (a“Indemnitor”) A Person in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims. All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be entitled resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to be indemnified claims, actions or causes of action between each other under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise relating to a right Third Party Claim will be tolled during the pendency of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim". Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), describing whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in reasonable detail connection with performing the facts and circumstances with respect services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the subject matter of Marks shall be furnished to Company for such claim or demandconsent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that the failure to provide such notice respond shall not release relieve Selling Firm of the Indemnifying Party from any of its obligations under this Section 17 except obligation to obtain Company’s prior written consent. After receiving Company’s consent to the extent the Indemnifying Party is actually prejudiced by use of any such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant material, no changes may be made to Section 17.2(a)such material without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claimrevocation. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 Agreement (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 Agreement (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, party against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 Article VIII except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that (i) notices for claims in respect of an inaccuracy or breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such representation or warranty and (ii) notices for claims in respect of a breach or failure to perform any covenant or agreement must be delivered prior to the date that is six months after the last day of the effective period of such covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in writing of a claim for indemnification under this Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VIII notwithstanding the passing of such applicable date. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a8.03(a), and subject to Section 17.2(d8.03(e), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.03(a) that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice, whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII. If the Indemnifying Party does not so notify the Indemnified Party that it disputes such liability, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Article VIII, and the Indemnifying Party shall pay, subject to the limitations set forth in Section 8.01(b) or 8.02(b), if 45 applicable, the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall resolve such dispute in accordance with Section 10.11. (d) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; , provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (de) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 Article VIII for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. The Indemnified Parties shall notify the indemnifying party (a“Indemnitor”) A Person in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims. All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be entitled resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to be indemnified claims, actions or causes of action between each other under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise relating to a right Third Party Claim will be tolled during the pendency of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim". Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), describing whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in reasonable detail connection with Selling Firm’s performance of the facts and circumstances with respect services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the subject matter of Marks shall be furnished to Company for such claim or demandconsent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that the failure to provide such notice respond shall not release relieve Selling Firm of the Indemnifying Party from any of its obligations under this Section 17 except obligation to obtain Company’s prior written consent. After receiving Company’s consent to the extent the Indemnifying Party is actually prejudiced by use of any such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant material, no changes may be made to Section 17.2(a)such material without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claimrevocation. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 Agreement (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 Agreement (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, party against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 Article VIII except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that (i) notices for claims in respect of an inaccuracy or breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such representation or warranty and (ii) notices for claims in respect of a breach or failure to perform any covenant or agreement must be delivered prior to the date that is six months after the last day of the effective period of such covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in writing of a claim for indemnification under this Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VIII notwithstanding the passing of such applicable date. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a8.03(a), and subject to Section 17.2(d8.03(e), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified PartySeller or Acquiror, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.03(a) that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice, whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII. If the Indemnifying Party does not so notify the Indemnified Party that it disputes such liability, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Article VIII, and the Indemnifying Party shall pay, subject to the limitations set forth in Section 8.01(b), if applicable, the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the 45 Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall resolve such dispute in accordance with Section 10.11. (d) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; , provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (de) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 Article VIII for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. Each Indemnified Party under this Article VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article VII, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party (a) A Person that may other than pursuant to this Article VII or (b) under this Article VII unless, and only to the extent that, such omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to be indemnified under this Section 17 (assume the "Indemnified Party")defense thereof at its own expense, shall promptly notify the party or parties liable for with counsel satisfactory to such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in its reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandjudgment; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claimat its own expense, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity retain separate counsel to participate in the such defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to Notwithstanding the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counselforegoing, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to both the Indemnifying Party, assume on the exclusive one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim with employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (i) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (ii) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and at its own expensesuch Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party will (x) shall not be bound by liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any determination action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of a Third Party Claim so defended or any the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld withheld. Nothing in this Article VII shall restrict or delayed)limit any rights that any Indemnified Party may have to seek equitable relief.

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 If any third party shall notify any party hereto (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against the other party hereto (the "INDEMNIFYING PARTY") under this Article IV, then the Indemnified Party"), Party shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") Party thereof in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that and make available to the Indemnified Indemnifying Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts all relevant information and circumstances documents with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable reliefClaim; provided that, the Indemnifying Party shall consult with the Indemnified Party as failure to the selection of counsel to defend deliver such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, Party within a reasonable time following commencement of any such action shall not relieve the Indemnifying Parties of any liability hereunder unless such failure is materially prejudicial to the Indemnifying Parties; (b) The Indemnifying Party will have the right at any time to assume and thereafter conduct the exclusive right to defend, compromise or settle such defense of the Third Party Claim with counsel of its own counsel and at its own expensechoice; provided, however, that the Indemnifying Party will not be bound by consent to the entry of any determination of a judgment or enter into any settlement with respect to the Third Party Claim so defended without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party; provided that any compromise such judgment or settlement effected without includes a full release in favor of the Indemnified Party of all liabilities in respect of such claim; (c) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 4.5 above, however, the Indemnified Party may defend against the Third Party Claim, in any manner it reasonably may deem appropriate with counsel reasonably acceptable to the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party has been advised by its written consent.counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section 4.5 will be paid by the Indemnifying Party; provided that the Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel in each jurisdiction for each Indemnified Party so entitled to separate counsel; and (d) Notwithstanding In no event will the foregoing, no Indemnifying Indemnified Party shall have consent to the entry of any liability under this Section 17 for judgment or enter into any Losses arising out of or relating settlement with respect to any the Third Party Claim that is settled or compromised by an Indemnified Party without the prior written consent of the Indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld or delayed).

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 (3.1.1 If the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing Purchaser becomes aware of any pending or threatened third party claim (which for the purposes of this paragraph 3 shall mean a claim or demand potential claim by a third partyany natural person, including any Governmental Authoritybody corporate, that the Indemnified Party has determined has given unincorporated association, partnership, trust or could reasonably give rise to a right of indemnification under this Section 17 government body and its agencies or regulatory authority or body (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim not being a "Third Party Claim"), describing claim made by the Purchaser) or other event in reasonable detail the facts and circumstances with respect each case which is reasonably likely to the subject matter of such claim or demand; provided, however, that the failure lead to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant breach of Warranty or under any Indemnity) the Purchaser shall, as soon as reasonably practicable after becoming so aware, give notice to Section 17.2(a)the Sellers setting out reasonable details of that third party claim. 3.1.2 Within 10 business days after the receipt of the Purchaser’s notice regarding a third party claim (as defined in paragraph 3.1.1) (or such shorter period as is confirmed in the Purchaser’s notice has been stipulated, and subject has been so stipulated, by the third party making the third party claim for a response to Section 17.2(dthe third party claim), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten Sellers may (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel if they wish and at its their own expense. The Indemnified Party , but subject as provided below in this paragraph 3.1.2) instruct such professional advisers as the Sellers may take nominate to act in relation to any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult third party claim (with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Partythe Purchaser, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed), to the intent that the conduct of any action and proceedings relating to that third party claim is, subject to paragraph 3.2, delegated entirely to the Sellers. The Sellers may not have the conduct of a third party claim pursuant to this paragraph 3.1.2 unless the Sellers have first undertaken to indemnify the Purchaser to its reasonable satisfaction against any liability, costs, damages or expenses that the Purchaser or any Group Company may incur in consequence of such third party claim. 3.1.3 The Purchaser shall not, and shall procure that each Group Company and its/their directors, officers and other Affiliates shall not, settle, compromise, discharge or admit liability in relation to any third party claim until either the Sellers have elected to take conduct of the claim (in which case the provisions of paragraph 3.2 shall apply) or the period specified in paragraph 3.

Notification of Third Party Claims. Each Indemnified Party under this Article VI shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article VI, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party (a) A Person that may other than pursuant to this Article VI or (b) under this Article VI unless, and only to the extent that, such omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to be indemnified under this Section 17 (assume the "Indemnified Party")defense thereof at its own expense, shall promptly notify the party or parties liable for with counsel satisfactory to such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in its reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandjudgment; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claimat its own expense, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity retain separate counsel to participate in the such defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to Notwithstanding the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counselforegoing, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to both the Indemnifying Party, assume on the exclusive one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim with employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (i) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (ii) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and at its own expensesuch Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party will (x) shall not be bound by liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any determination action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of a Third Party Claim so defended or any the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld withheld. Nothing in this Article VI shall restrict or delayed)limit any rights that any Indemnified Party may have to seek equitable relief.

Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notification of Third Party Claims. The Indemnified Parties shall notify the indemnifying party (a“Indemnitor”) A Person in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims. All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be entitled resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to be indemnified claims, actions or causes of action between each other under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise relating to a right Third Party Claim will be tolled during the pendency of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim". ADVERTISING AND SALES MATERIALS; MARKS Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), describing whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in reasonable detail connection with Selling Firm’s performance of the facts and circumstances with respect services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the subject matter of Marks shall be furnished to Company for such claim or demandconsent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that the failure to provide such notice respond shall not release relieve Selling Firm of the Indemnifying Party from any of its obligations under this Section 17 except obligation to obtain Company’s prior written consent. After receiving Company’s consent to the extent the Indemnifying Party is actually prejudiced by use of any such failure. (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant material, no changes may be made to Section 17.2(a)such material without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money without any finding or admission of any violation of any Law (defined below) or admission of any wrongdoing and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and (ii) obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claimrevocation. (c) If an Indemnified Party determines in good faith that it is reasonably likely that a Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (including with respect to remediation of any environmental matters), the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its written consent. (d) Notwithstanding the foregoing, no Indemnifying Party shall have any liability under this Section 17 for any Losses arising out of or relating to any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party (which consent shall not be unreasonably withheld or delayed).