Common use of Party Claims Clause in Contracts

Party Claims. The Indemnified Party shall promptly notify the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurred.

Party Claims. The Indemnified Party (a) An Indemnitee shall promptly notify each Indemnitor in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the ------------------ Indemnifying Parties of notice delivered under this section, an Indemnitee shall include the existence following: (1) a description of any claim, demand or other matter involving liabilities any event, or fact known to third parties the Indemnitee that gives rise or may give rise to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved claim, by the Indemnified PartyIndemnitee against an Indemnitor under this Agreement, which approval shall not be withheld unreasonably)including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; provided, however, that and (i2) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment following statement: The Indemnitee’s claim is conclusively deemed a liability of the Indemnified Party, based upon Indemnitor if the Indemnitor does not dispute its liability by written advice of counsel, a conflict of interest may exist between notice to the Indemnified Party and any Indemnitee before the end of the Indemnifying Parties30-day period following delivery to the Indemnitor of the notice of this claim. (c) It is a condition to an Indemnitor’s obligation to indemnify an Indemnitee with respect to a Claim that the Indemnitee perform its obligations under these sections, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the but failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities satisfy that they may have hereunder or otherwise, except condition relieves an Indemnitor of its obligation to indemnify with respect to a Claim only to the extent that such the Indemnitor actually has been prejudiced by the Indemnitee’s failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have give notice as required. (d) An Indemnitor has the right, but not the obligationby written notice, for a 30-day period, to undertake dispute its liability to an Indemnitee with respect to a Claim. The 30-day period begins the defense of, day after delivery to the Indemnitor of the Indemnitee’s notice under these sections and to compromise or settle the claim or other matter on behalf, for the account and ends at midnight at the risk and expense end of the Indemnifying Parties. 30th day. (e) If an Indemnitor timely disputes its liability to an Indemnitee with respect to a Claim, the Indemnitor and the Indemnitee shall negotiate in good faith to resolve the dispute. (f) The Indemnifying Parties Claim described in the notice is conclusively deemed a Loss of an Indemnitor if (1) the Indemnitee has provided the Indemnitor notice in accordance with these sections the Indemnitor does not dispute its liability as provided in these sections. (g) If a Claim has been deemed a Loss in accordance with these sections, the Indemnitor shall not compromise pay the amount of the Loss to the Indemnitee (1) on demand or settle (2) on the claim later date when the amount of the Loss (or a portion of it) becomes finally determined if the Indemnitee estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under these sections, the Indemnitor shall make any other matter for any consideration other than payments required by this article, including, without limitation, the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredIndemnitee’s Litigation Expenses.

Party Claims. The If any party entitled to be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of any claim in respect of Losses, such Indemnified Party shall promptly notify the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Parties Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved third party). The failure by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment timely provide a Notice of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of Claim to the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties Party shall not relieve the Indemnifying Parties from Party of any liabilities that they may have hereunder or otherwiseliability, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices Party is prejudiced by the rights Indemnified Party's failure to provide timely notice hereunder. 50 In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Parties. If Party which consent shall not be unreasonably withheld; and (iv) the Indemnifying Parties shallParty will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a reasonable time after such noticeNotice of Claim that the Indemnifying Party is assuming the defense thereof, fail to defend, then the Indemnified Party shall have the right, but not subject to the obligationprovisions of this Article IX, to undertake the defense ofdefense, and to compromise or settle the settlement of such claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying PartiesParty. The Unless and until the Indemnifying Parties Party assumes the defense of any claim, the Indemnifying Party shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of advance to the Indemnified PartiesParty any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The Each Indemnified Parties Party shall make available all information agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and assistance expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IX. In the event that the Indemnifying Parties may reasonably request; providedParty undertakes the defense of any claim, however, that any associated expenses shall be -------- paid by the Indemnifying Parties Party will keep the Indemnified Party advised as incurredto all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith.

Party Claims. The Indemnified Party In the event that any Claim for which a party (the "Indemnitee") would be entitled to indemnification under this Agreement is asserted against or sought to be collected from the Indemnitee by a third party the Indemnitee shall promptly notify the ------------------ Indemnifying Parties other party (the "Indemnitor") of such Claim, specifying the nature thereof, the applicable provision in this Agreement or other instrument under which the Claim arises, and the amount or the estimated amount thereof (the "Claim Notice"). The Indemnitor shall have 30 days (or, if shorter, a period to a date not less than ten days prior to when a responsive pleading or other document is required to be filed but in no event less than 10 days from delivery or mailing of the existence of any claimClaim Notice) (the "Notice Period") to notify the Indemnitee (a) whether or not it disputes the Claim and (b) if liability hereunder is not disputed, demand whether or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity not it desires to defend the same at their expense and with counsel of their own selection (who Indemnitee. If the Indemnitor elects to defend by appropriate proceedings, such proceedings shall be approved promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of damage to the Indemnitee; and all costs and expenses of such proceedings and the amount of any judgment shall be paid by the Indemnified PartyIndemnitor. If the Indemnitee desires to participate in, which approval but not control, any such defense or settlement, it may do so at its sole cost and expense. If the Indemnitor has disputed the Claim, as provided above, and shall not be withheld unreasonably); provideddefend such Claim, however, that (i) the -------- Indemnified Party Indemnitee shall at all times also have the right to fully participate in control the defense at its own expense, (ii) ifor settlement of such Claim, in its sole discretion, and shall be reimbursed by the Indemnitor for its reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party costs and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf expenses of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties defense. Neither Indemnitee nor Indemnitor shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter be liable for any consideration other than the payment settlement of money any Claim without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredother party.

Party Claims. The Promptly after receipt by a person entitled to indemnity under this Section 0 of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party shall promptly Claim, provided that the failure to notify the ------------------ Indemnifying Parties of Person will not relieve the existence Indemnifying Person of any claimliability that it may have to any Indemnified Person, demand or other matter involving liabilities except to third parties to which the extent that the Indemnifying Parties' indemnification obligations could apply and shall give Person demonstrates that the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel defense of their own selection (who shall be approved such Third-Party Claim is prejudiced by the Indemnified PartyPerson's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to such Third-Party Claim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person to the extent it is finally determined that such Third-Party Claim is the obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which approval shall it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be withheld unreasonablybound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any cou▇▇ ▇▇ which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the -------- Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party shall Claim and any related proceedings at all times also have stages thereof where such person is not represented by its own counsel, and (ii) the right to fully participate in the defense parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) if, all communications between any party hereto and counsel responsible for or participating in the reasonable judgment defense of the Indemnified Partyany Third-Party Claim shall, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure possible, be made so as to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise preserve any applicable attorney-client or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredwork-product privilege.

Party Claims. The (a) Any Buyer Indemnified Party or Seller Indemnified Party (each an "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, shall promptly notify give to the ------------------ Indemnifying Parties party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the existence amount of any such claim, demand and a reference to the provision of this Agreement or any Related Document (other matter involving liabilities to third parties to than the Transition Agreement) upon which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably)such claim is based; provided, howeverthat a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given in accordance with Section 8.6 hereof; and provided further, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties give such Claim Notice shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, Indemnitor of its obligations under this Article 8 except to the extent that it shall have been prejudiced by such failure so failure. (b) Indemnitor shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to notify (i) agree to the Indemnifying Parties materially prejudices amount or method of determination set forth in the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after Claim Notice and to pay such notice, fail amount to defend, the such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice") in accordance with Section 8.5(b)(1) below; (1) Within fifteen (15) days, each party involved in the dispute shall have the rightmeet at a mutually agreed location in New York, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalfNew York, for the account and at purpose of bona fide negotiations to resolve the risk and expense dispute themselves by written agreement. In the event that the parties fail to resolve the dispute within thirty (30) days of the Indemnifying Partieswritten notice, the dispute shall be submitted to arbitration pursuant to Section 8.5(b)(2) and (3) below. (2) If such parties fail to resolve the dispute pursuant to Section 8.5(b)(1) above, any disputes, claims or controversies (hereinafter, a "dispute" or "disputes") arising in connection with or relating to such Claim Notice shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules ("the Arbitration Rules"). The Indemnifying Parties number of arbitrators shall not compromise or settle be three, one of whom shall be appointed by each party and the third to be appointed by the first two arbitrators. Unless otherwise agreed to by the parties in writing, the place of the arbitration shall be New York, New York. The award shall be in writing. The prevailing party (as determined by the arbitrators) shall be entitled to recover its reasonable costs, including administrative fees and expenses, arbitrators' fees and expenses, and attorneys' fees and expenses, incurred in the dispute procedure and the arbitration proceeding. Judgment on any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (3) To the extent that it is fair and reasonable, the following time limits should apply to any arbitration pursuant to Section 8.5: the hearing shall commence within sixty (60) days of the appointment of the arbitrators; each party shall have no longer than five days to present evidence to support its claim or other matter defense; the entire hearing shall be no more than ten days; the parties and arbitrators will use their best efforts to schedule the hearing days for any consideration other consecutive business days; and the award shall be made no more than thirty (30) days following the payment of money without the prior written consent closing of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredhearing.

Party Claims. The With respect to claims for indemnification resulting from or in connection with any Claim or any legal proceeding commenced by a third party ("Third Party Claim"), the Indemnified Party shall promptly notify will give the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities Claim Notice to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give Party no later than twenty (20) days prior to the time any initial answer or response to the asserted claim is legally required under any applicable court or procedural rule. With respect to Third Party Claims not governed by any applicable court or procedural rule, the Indemnified Party will provide the Claim Notice to the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel Party within thirty (30) days of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably)receipt of notice of such Claim; provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall Party will not relieve the Indemnifying Parties from Party of any liabilities that they liability it may have hereunder or otherwiseto the Indemnified Party, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices Party demonstrates that the rights defense of such Claim is prejudiced by the Indemnified Party's failure to give such notice. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party's expense, and at the option of the Indemnifying Parties. If Party (subject to the Indemnifying Parties shall, within limitations set forth below) will be entitled to assume the defense thereof by appointing a reasonable time after such notice, fail recognized and reputable counsel acceptable to defend, the Indemnified Party shall have to be the right, but not lead counsel in connection with such defense; provided that: the obligation, Indemnifying Party provides written notice to undertake the Indemnified Party of its intention to assume the defense of, of such Third Party Claims within fifteen (15) days of receipt of the Claim Notice; and the Indemnified Party will be entitled to participate in the defense of such Third Party Claim and to compromise employ counsel of its choice for such purpose provided that the fees and expenses of such separate counsel will be borne by the Indemnified Party; and the Indemnifying Party will not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) or settle will relinquish control of such defense and in either case will pay the fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim is an environmental claim or any other matter on behalf, for claim of which the account aggregate amount in controversy is less than $25,000.00; and at the risk and expense of if the Indemnifying Parties. The Party will control the defense of any Third Party Claim, the Indemnifying Parties shall not compromise or settle the Party agrees to vigorously defend such claim or other matter for any consideration other than the payment of money without and to obtain the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance Party (which consent will not be unreasonably withheld) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as a result of such settlement, injunctive or other relief will be imposed against the Indemnifying Parties Party (and not the Indemnified Party) or such settlement expressly and unconditionally releases the Indemnified Party from all liabilities and obligations with respect to such claim, with prejudice. Notwithstanding the above, with regard to any Third Party Claim for Taxes the Indemnified Party's consent to any settlement may reasonably requestbe withheld for any reason, unless the proposed settlement is determined not to have any adverse effect on the tax returns, tax treatments, and tax obligations of the Indemnified Party or its Affiliates; providedand if the Indemnified Party will control the defense of such claim, however, that any associated expenses shall be -------- paid by the Indemnified Party agrees to vigorously defend such claim and to obtain the prior written consent of the Indemnifying Parties Party (which consent will not be unreasonably withheld) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as incurreda result of such settlement, injunctive or equitable relief will be imposed against the Indemnified Party (and not the Indemnifying Party) or if such settlement expressly and unconditionally releases the Indemnifying Party from all liabilities and obligations with respect to such claim, with prejudice.