Common use of Procedure for Claims by Third Parties Clause in Contracts

Procedure for Claims by Third Parties. Promptly upon receipt by an indemnified party under Paragraph G(1) or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party in writing of the commencement thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1) or (2) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be liable to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified party.

Procedure for Claims by Third Parties. Promptly upon receipt (a) Any party asserting a right of indemnification provided for under this Agreement (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a “Third Party Claim”) or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the “Indemnifying Party”) in writing of the commencement thereof; providedThird Party Claim within ten (10) business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party’s possession. The Indemnified Party’s failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article 8 except to the extent that the indemnifying party was Indemnified Party’s ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability under this Article 9 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice Third Party Claim at the expense of the action at least thirty (30) days before any answer such Indemnifying Party; provided that no compromise or response is required settlement of such claims may be effected by the indemnifying party Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties full by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability under this Section 9.2 with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection the right, without the other’s consent, to settle or compromise any such Third Party Claim. (b) If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence available funds within ten (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved 10) days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt by an indemnified party under Paragraph G(1Section 7(a) or (27(b) of this AgreementAgreement (an “Indemnified Party”), of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1Section 7(a) or (27(b), such indemnified party Indemnified Party shall notify the indemnifying party (an “Indemnifying Party”) in writing of the commencement thereof; provided, that the failure to notify the indemnifying party Indemnifying Party shall relieve the indemnifying party Indemnifying Party from liability under said Paragraph G(1Section 7(a) or (25(b) only to the extent that the indemnifying party Indemnifying Party was prejudiced as a result thereof or unless such indemnifying party Indemnifying Party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party Indemnifying Party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party Indemnified Party otherwise than under this Paragraph G. Section 7. If any such action is brought against any indemnified party Indemnified Party and it notifies the indemnifying party Indemnifying Party of the commencement thereof, the indemnifying party Indemnifying Party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party Indemnified Party promptly after receiving the aforesaid notice from such indemnified partyIndemnified Party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party Indemnified Party and the indemnifying party Indemnifying Party and either (i) the indemnifying party Indemnifying Party or parties agree, or (ii) representation of both the indemnifying party Indemnifying Party or parties and the indemnified party Indemnified Party or parties by the same counsel is, in the opinion of counsel to the indemnified partiesIndemnified Party, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party Indemnified Party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party Indemnifying Party will not be liable to such indemnified party Indemnified Party under this Paragraph G Section 7 for any legal or other expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof unless (i) the indemnified party Indemnified Party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party Indemnifying Party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party Indemnifying Party shall not have employed counsel to represent the indemnified party Indemnified Party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party Indemnifying Party has authorized the employment of counsel for the indemnified party Indemnified Party at the expense of the indemnifying partyIndemnifying Party. In no event shall an indemnifying party Indemnifying Party be liable under this Paragraph G Section 7 for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt Any party asserting a right of indemnification provided for under this Agreement (the "Indemnified Party") in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim") or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the "Indemnifying Party") in writing of the commencement thereof; providedThird Party Claim within ten business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party's possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability under said Paragraph G(1) or (2) only its obligations hereunder except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability hereunder with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required Third Party Claim through counsel selected by the indemnifying party in its defense Indemnifying Party and at the expense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it and at its own expense. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability hereunder with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection with the assumption of legal defenses in accordance with right, without the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written other's consent, which consent shall not be unreasonably withheld, of to settle or compromise any claim or action against an indemnified partysuch Third Party Claim.

Procedure for Claims by Third Parties. Promptly upon receipt (a) Any party asserting a right of indemnification provided for under this Agreement (the "Indemnified ----------- Party") in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any ----- person, firm, Governmental Agency or corporation against the Indemnified Party (a "Third Party Claim") or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the "Indemnifying ----------------- ------------ Party") in writing of the commencement thereof; providedThird Party Claim within 20 business days after ----- receipt by such Indemnified Party of written notice of the Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party's possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Section 12, except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced as thereby. If, within 15 days following notification of a result thereof or unless Third Party Claim that seeks solely monetary damages, the Indemnifying Party unconditionally acknowledges its liability under this Section 12 with respect to such indemnifying party has otherwise received actual notice Third Party Claim and provides to the Indemnified Party assurances of its ability to pay any such Third Party Claim (reasonably acceptable to the Indemnified Party), the Indemnifying Party shall have the right to defend against any such Third Party Claim at the expense of such Indemnifying Party. Any such defense shall be conducted actively and diligently by reputable attorneys employed by the Indemnifying Party reasonably acceptable to the Indemnified Party; provided that the Indemnified Party shall be entitled at any time to participate in such proceedings and to be represented by attorneys of its own choosing; and provided further that the fees and expenses of such counsel shall be at the sole expenses of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either Indemnified Party unless (i) the indemnifying party or parties agree, Indemnifying Party shall not have notified the Indemnified Party that it will assume the defense of such Third Party Claim and have designated counsel reasonably acceptable to the Indemnified Party as provided above or (ii) the named parties to any proceeding with respect to such Third Party Claim (including any actual or potential impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel iswould, in as reasonably determined by the opinion of counsel Indemnified Party's counsel, be inappropriate due to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting differing interests between them, then the indemnified party or parties shall have the right to select . The cost of separate counsel for the Indemnified Party in the case of clauses (i) or (ii) of the preceding sentence shall be paid by the Indemnifying Party. If any Indemnifying Party shall undertake to assume such legal defense defend any Third Party Claim, the Indemnified Party agrees to cooperate fully with the Indemnifying Party and to otherwise participate its counsel in the defense of against any such actionThird Party Claim. The indemnifying party will not be liable to such indemnified party under this Paragraph G for any legal or other All costs and expenses subsequently incurred by such indemnified party in connection with such cooperation shall be borne by the defense thereof Indemnifying Party. The Indemnifying Party shall not settle any Third Party Claim for other than cash (and with a full release of the Indemnified Party) unless the Indemnified Party shall consent. (ib) If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the indemnified party amount of liability with respect thereto shall have employed counsel in connection with been finally determined, the assumption of legal defenses in accordance with the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved available funds within ten days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) Indemnified Party. All amounts paid hereunder shall be paid as an adjustment to the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partypurchase price.

Procedure for Claims by Third Parties. Promptly upon receipt by an indemnified party under Paragraph G(1Section 9(a) or (29(b) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1Section 9(a) or (29(b), such indemnified party shall notify the indemnifying party in writing of the commencement thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1Section 9(a) or (29(b) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such actionthereof, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. Section 9. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified partiesindemnifying party, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be liable to such indemnified party under this Paragraph G Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to in the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G Section 9 for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified party.

Procedure for Claims by Third Parties. Promptly upon receipt Any party asserting a right of indemnification provided for under this Agreement (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a “Third Party Claim”) or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the “Indemnifying Party”) in writing of the commencement thereof; providedThird Party Claim within ten (10) business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party’s possession. The Indemnified Party’s failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article 8 except to the extent that the indemnifying party was Indemnified Party’s ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability under this Article 9 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice Third Party Claim at the expense of the action at least thirty (30) days before any answer such Indemnifying Party; provided that no compromise or response is required settlement of such claims may be effected by the indemnifying party Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties full by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability under this Section 9.2 with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection the right, without the other’s consent, to settle or compromise any such Third Party Claim. If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence available funds within ten (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved 10) days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt (a) Any party asserting a right of indemnification provided for under this Agreement (the "Indemnified Party") in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim") or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the "Indemnifying Party") in writing of the commencement thereof; providedThird Party Claim within ten (10) business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party's possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article 9 except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability under this Article 9 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice Third Party Claim at the expense of the action at least thirty (30) days before any answer such Indemnifying Party; provided that no compromise or response is required settlement of such claims may be effected by the indemnifying party Indemnifying Party without the Indemnified Party's consent unless the sole relief provided is monetary damages that are paid in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties full by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability under this Section 9.2 with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection the right, without the other's consent, to settle or compromise any such Third Party Claim. (b) If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence available funds within ten (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved 10) days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt (i) The rights and obligations of a party claiming a right to indemnification hereunder (each, an "INDEMNITEE") from a party to this Agreement (each, an "INDEMNITOR") in any way relating to a third party claim shall be governed by an indemnified party under Paragraph G(1) or (2) the following provisions of this Agreement, of SECTION 9(D): (A) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any action for claim, action, suit, or proceeding, or any threat thereof, or any state of facts which indemnification is Indemnitee determines will give rise to be sought pursuant to said Paragraph G(1) or (2)a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, such indemnified party shall notify in reasonable detail, the indemnifying party in writing nature and basis of the commencement claim and the amount thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1) or (2) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent known, and any other relevant information in the possession of the Indemnitee (a "NOTICE OF CLAIM"). The Notice of Claim shall be accompanied by any relevant documents in the possession of the Indemnitee relating to the claim (such as copies of any summons, complaint, or pleading which may have been served or any written demand or document evidencing the same). No failure to give a Notice of Claim shall affect, limit, or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit, or proceeding giving rise to the indemnification claim. (B) In the event that it an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is subject to this SECTION 9 (without admitting responsibility to indemnify therefor) (an "INDEMNIFICATION ACKNOWLEDGMENT"), then the claim covered by the Notice of Claim may elect be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; PROVIDED that the Indemnitee is authorized to file any motion, answer, or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period. However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee, the Indemnitee may, upon written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partyIndemnitor, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties with legal counsel chosen by the same counsel isIndemnitee) and dispose of the claim, in at the opinion sole cost and expense of counsel to the indemnified partiesIndemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnitee shall have the right to select separate employ its own counsel in respect of any such claim, action, suit, or proceeding, but the fees and expenses of such counsel shall be at the Indemnitee's own cost and expense. (C) The Parties agree to assume render to each other such legal defense assistance as they may reasonably require of each other in order to ensure the proper and to otherwise participate in the adequate defense of any such claim, action, suit, or proceeding. The indemnifying party will not be liable Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with SECTION 9(D)(I)(B), the Indemnitee shall cooperate with the Indemnitor and provide such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by such indemnified party assistance, at the sole cost and expense of the Indemnitor, as the Indemnitor may reasonably request in connection with the defense thereof unless (i) of any such claim, action, suit, or proceeding, including, but not limited to, providing the indemnified party Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery, and as witnesses at trial if required. In requesting any such cooperation, the Indemnitor shall have employed counsel in connection with due regard for, and attempt not to be disruptive of, the assumption business and day-to-day operations of legal defenses in accordance with the proviso to Indemnitee and shall follow the immediately preceding sentence (it being understood, however, that requests of the indemnifying party shall not Indemnitee regarding any documents or instruments which the Indemnitee believes should be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), given confidential treatment. (ii) the indemnifying party The Indemnitor shall not have employed counsel to represent the indemnified party within a reasonable time after notice make or enter into any settlement of commencement of the any claim, action, suit, or proceeding which Indemnitor has undertaken to defend, without the Indemnitee's prior written consent (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or material adverse effect on, any other material claim or action against an indemnified partythat may be made against, the Indemnitee.

Procedure for Claims by Third Parties. Promptly upon the receipt by an indemnified party Indemnified Party under Paragraph G(1) Section 6.1 or (2) 6.2 of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) Sections 6.1 or (2)6.2, such indemnified party Indemnified Party shall promptly notify the indemnifying party Indemnifying Party in writing of the commencement thereof; providedprovided that, that the failure to so notify the indemnifying party Indemnifying Party shall relieve the indemnifying party Indemnifying Party from liability under said Paragraph G(1) or (2) with respect thereto only to the extent that the indemnifying party was Indemnifying Party is prejudiced as a result thereof or (unless such indemnifying party Indemnifying Party has otherwise received actual notice of the such action at least thirty (30) days before any answer or response is required by the indemnifying party Indemnifying Party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. ). If any such action is brought against any indemnified party Indemnified Party and it notifies the indemnifying party Indemnifying Party of the commencement thereof, the indemnifying party Indemnifying Party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party Indemnified Party promptly after receiving the aforesaid notice from such indemnified partyIndemnified Party, to assume the defense thereof; providedprovided that, that if the defendants in any such action include both the indemnified party Indemnified Party and the indemnifying party Indemnifying Party and either (ia) the indemnifying party or parties agreeIndemnifying Party agrees, or (iib) representation of both the indemnifying party or parties Indemnifying Party and the indemnified party or parties Indemnified Party by the same counsel is, in the opinion of counsel to the indemnified partiesIndemnifying Party, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnified Party shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party Indemnifying Party will not be liable to such indemnified party Indemnified Party under this Paragraph G Article VI for any legal or other expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof unless (i) the indemnified party Indemnified Party shall have employed counsel in connection with the assumption of legal defenses its defense of such action in accordance with the proviso to provisions of the immediately preceding sentence (it being understood, however, that the indemnifying party Indemnifying Party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties Indemnified Parties in each jurisdiction), (ii) the indemnifying party Indemnifying Party shall not have employed counsel to represent the indemnified party Indemnified Party within a reasonable time after receipt of notice of the commencement of the action, or (iii) the indemnifying party Indemnifying Party has authorized authorized, in writing, the employment of counsel for the indemnified party Indemnified Party at the expense of the indemnifying partyIndemnifying Party. In no event shall an indemnifying party Indemnifying Party be liable under this Paragraph G Article VI for any settlementsettlement of any claim or action against an Indemnified Party, which settlement is effected by the Indemnified Party without its the Indemnifying Party's written consent, which consent shall not be unreasonably withheld, of any claim conditioned or action against an indemnified partydelayed.

Procedure for Claims by Third Parties. Promptly upon receipt by an indemnified party under Paragraph G(1Section 5(a) or (2b) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1Section 5(a) or (25(b), such indemnified party shall notify the indemnifying party in writing of the commencement thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1Section 5(a) or (25(b) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. Section 5. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified partiesparty, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be liable to such indemnified party under this Paragraph G Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G Section 5 for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified party.

Procedure for Claims by Third Parties. Promptly upon receipt (i) The rights and obligations of a party claiming a right to indemnification hereunder (each, an "INDEMNITEE") from a party to this Agreement (each, an "INDEMNITOR") in any way relating to a third party claim shall be governed by an indemnified party under Paragraph G(1) or (2) the following provisions of this Agreement, of Section 9(d): (A) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any action for claim, action, suit or proceeding, or any threat thereof, or any state of facts which indemnification is Indemnitee determines will give rise to be sought pursuant to said Paragraph G(1) or (2)a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, such indemnified party shall notify in reasonable detail, the indemnifying party in writing nature and basis of the commencement claim and the amount thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1) or (2) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect known, and any other relevant information in the possession of the Indemnitee (a "NOTICE OF CLAIM"). The Notice of Claim shall be accompanied by written notice delivered any relevant documents in the possession of the Indemnitee relating to the indemnified party promptly after receiving claim (such as copies of any summons, complaint or pleading which may have been served or any written demand or document evidencing the aforesaid same). No failure to give a Notice of Claim shall affect, limit or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit or proceeding giving rise to the indemnification claim. (B) In the event that an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is subject to this Section 9 (without admitting responsibility to indemnify therefore) and that the Indemnitor would be able to pay the full amount of potential liability in connection with any such claim (including, without limitation, any action, suit or proceeding and all proceedings on appeal or other review which counsel for the Indemnitee may reasonably consider appropriate) (an "INDEMNIFICATION ACKNOWLEDGMENT"), then the claim covered by the Notice of Claim may be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; PROVIDED that the Indemnitee is authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period. However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee or does not offer reasonable assurances to the Indemnitee as to Indemnitor's financial capacity to satisfy any final judgment or settlement, the Indemnitee may, upon written 41 notice from such indemnified partyto the Indemnitor, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties with legal counsel chosen by the same counsel isIndemnitee) and dispose of the claim, in at the opinion sole cost and expense of counsel to the indemnified partiesIndemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnitee shall have the right to select separate employ its own counsel to assume in respect of any such legal defense claim, action, suit or proceeding, but the fees and to otherwise participate in the defense expenses of such action. The indemnifying party will not counsel shall be liable to at the Indemnitee's own cost and expense, unless (1) the employment of such indemnified party under this Paragraph G for any legal or other counsel and the payment of such fees and expenses subsequently incurred shall have been specifically authorized by such indemnified party the Indemnitor in connection with the defense thereof unless of such claim, action, suit or proceeding or (i2) the indemnified party Indemnitee shall have employed reasonably concluded based upon a written opinion of counsel that there may be specific defenses available to the Indemnitee which are different from or in addition to those available to the Indemnitor in which case the fees and expenses of counsel incurred by the Indemnitee shall be borne by the Indemnitor. (C) The Indemnitee or the Indemnitor, as the case may be, who is controlling the defense of the action, suit, proceeding or claim, shall keep the other fully informed of such claim, action, suit or proceeding at all stages thereof, whether or not such party is represented by counsel. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such claim, action, suit or proceeding. Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with Section 9(d)(i)(B), the Indemnitee shall cooperate with the Indemnitor and provide such assistance, at the sole cost and expense of the Indemnitor, as the Indemnitee may reasonably request in connection with the assumption defense of legal defenses in accordance any such claim, action, suit or proceeding, including, but not limited to, providing the Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery and as witnesses at trial, if required. In requesting any such cooperation, the proviso Indemnitor shall have due regard for, and attempt to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for disruptive of, the expenses business and day-to-day operations of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), Indemnitee and shall follow the requests of the Indemnitee regarding any documents or instruments which the Indemnitee believes should be given confidential treatment. (ii) the indemnifying party The Indemnitor shall not have employed counsel to represent the indemnified party within a reasonable time after notice make or enter into any settlement of commencement of the any claim, action, suit or proceeding which Indemnitor has undertaken to defend, without the Indemnitee's prior written consent (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or effect on any other claim that may be made against the Indemnitee. (iii) Any claim for indemnification that may be made under more than one subsection under Section 9(a) or action against an indemnified partySection 9(b) may be made under the subsection that the claiming party may elect in its sole discretion, notwithstanding that such claim may be made under more than one subsection.

Procedure for Claims by Third Parties. Promptly upon receipt 8.2.01 Any party asserting a right of indemnification provided for under this Agreement (the "Indemnified Party") in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim") or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the "Indemnifying Party") in writing of the commencement thereof; providedThird Party Claim within ten (10) business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party's possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article 8 except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability under this Article 9 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice Third Party Claim at the expense of the action at least thirty (30) days before any answer such Indemnifying Party; provided that no compromise or response is required settlement of such claims may be effected by the indemnifying party Indemnifying Party without the Indemnified Party's consent unless the sole relief provided is monetary damages that are paid in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties full by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability under this Section 8.2 with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection the right, without the other's consent, to settle or compromise any such Third Party Claim. If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence available funds within ten (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved 10) days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt (a) Any party asserting a right of indemnification provided for under this Agreement (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1) any person, firm, governmental authority or corporation against the Indemnified Party (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2a “Third Party Claim”), such indemnified party shall notify the indemnifying party (the “Indemnifying Party”) in writing of the commencement thereof; providedThird Party Claim within thirty (30) Business Days (as defined below) after receipt by such Indemnified Party of written notice of the Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party’s possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article VII except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its, his or unless her liability under this Article VII with respect to such indemnifying party has otherwise received actual notice of Third Party Claim, the action Indemnifying Party shall have the sole and exclusive right) to defend against, settle or compromise such Third Party Claim at least thirty (30) days before any answer or response is required by the indemnifying party in its defense expense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereofIndemnifying Party; provided, that if the defendants Indemnified Party is released from liability in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party settlement or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties compromise. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it, him or her. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its, his or her liability under this Article VII with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with Third Party Claim at the defense thereof unless (i) the indemnified Indemnifying Party's expense, and neither party shall have employed counsel the right, without the other's consent, to settle or compromise any such Third Party Claim. For purposes of this Agreement, “Business Day” means a day other than Saturday, Sunday or any day on which banks located in connection the State of California are authorized or obligated to close. (b) If any party becomes obligated to indemnify another party with respect to any Third Party Claim pursuant to a right of indemnification provided for under this Agreement and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence available funds within ten (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved 10) days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyIndemnified Party.

Procedure for Claims by Third Parties. Promptly upon receipt (a) Any party assessing a right of indemnification provided for under this Agreement (the "Indemnified Party") in respect of, arising out of or involving a claim or demand made by an indemnified party under Paragraph G(1any unrelated person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim") or (2) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1) or (2), such indemnified party shall notify the indemnifying party (the "Indemnifying Party") in writing of the commencement thereof; providedThird Party Claim within twenty business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto that are in the Indemnified Party's possession. The Indemnified Party's failure to notify the indemnifying party Indemnifying Party of any such matter within the time frame specified above shall relieve not release the indemnifying party Indemnifying Party, in whole or in part, from liability its obligations under said Paragraph G(1) or (2) only this Article IX except to the extent that the indemnifying party was Indemnified Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as a result thereof the Indemnifying Party acknowledges its liability under this Article IX with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or unless compromise such indemnifying party has otherwise received actual notice of Third Party Claim at the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense expense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified parties, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to select separate counsel to assume such legal defense and to otherwise participate in the defense of such actionclaim through counsel selected by it, at its expense. The indemnifying party will If the Indemnifying Party has not be liable yet acknowledged its liability under this Section 9.4 with respect to such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such indemnified party in connection with the defense thereof unless (i) the indemnified Third Party Claim, and neither party shall have employed counsel in connection the right, without the other's consent, to settle or compromise any such third Party Claim. (b) If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the assumption amount of legal defenses in accordance liability with respect thereto shall have been finally determined, the proviso Indemnifying Party shall pay such amount to the Indemnified Party in immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved available funds within ten days following written demand by the indemnifying party for all indemnified parties in each jurisdiction), (ii) Indemnified Party. All amounts paid hereunder shall be paid as an adjustment to the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified partyPurchase Price.

Procedure for Claims by Third Parties. Promptly upon receipt (i) The rights and obligations of a party claiming a right to indemnification hereunder (each, an “Indemnitee”) from a party to this Agreement (each, an “Indemnitor”) in any way relating to a third party claim shall be governed by an indemnified party under Paragraph G(1) or (2) the following provisions of this Agreement, of Section 8(d): (A) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any action for claim, action, suit, or proceeding, or any threat thereof, or any state of facts which indemnification is Indemnitee determines will give rise to be sought pursuant to said Paragraph G(1) or (2)a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, such indemnified party shall notify in reasonable detail, the indemnifying party in writing nature and basis of the commencement claim and the amount thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1) or (2) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent known, and any other relevant information in the possession of the Indemnitee (a “Notice of Claim”). The Notice of Claim shall be accompanied by any relevant documents in the possession of the Indemnitee relating to the claim (such as copies of any summons, complaint, or pleading which may have been served or any written demand or document evidencing the same). No failure to give a Notice of Claim shall affect, limit, or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor’s ability successfully to defend the claim, action, suit, or proceeding giving rise to the indemnification claim. (B) In the event that it an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is subject to this Section 8 (without admitting responsibility to indemnify therefor) (an “Indemnification Acknowledgment”), then the claim covered by the Notice of Claim may elect be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; provided that the Indemnitee is authorized to file any motion, answer, or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period. However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee, the Indemnitee may, upon written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partyIndemnitor, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties with legal counsel chosen by the same counsel isIndemnitee) and dispose of the claim, in at the opinion sole cost and expense of counsel to the indemnified partiesIndemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnitee shall have the right to select separate employ its own counsel in respect of any such claim, action, suit, or proceeding, but the fees and expenses of such counsel shall be at the Indemnitee’s own cost and expense. (C) The Parties agree to assume render to each other such legal defense assistance as they may reasonably require of each other in order to ensure the proper and to otherwise participate in the adequate defense of any such claim, action, suit, or proceeding. The indemnifying party will not be liable Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with Section 8(d)(i)(B), the Indemnitee shall cooperate with the Indemnitor and provide such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by such indemnified party assistance, at the sole cost and expense of the Indemnitor, as the Indemnitor may reasonably request in connection with the defense thereof unless (i) of any such claim, action, suit, or proceeding, including, but not limited to, providing the indemnified party Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery, and as witnesses at trial if required. In requesting any such cooperation, the Indemnitor shall have employed counsel in connection with due regard for, and attempt not to be disruptive of, the assumption business and day-to-day operations of legal defenses in accordance with the proviso to Indemnitee and shall follow the immediately preceding sentence (it being understood, however, that requests of the indemnifying party shall not Indemnitee regarding any documents or instruments which the Indemnitee believes should be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), given confidential treatment. (ii) the indemnifying party The Indemnitor shall not have employed counsel to represent the indemnified party within a reasonable time after notice make or enter into any settlement of commencement of the any claim, action, suit, or proceeding which Indemnitor has undertaken to defend, without the Indemnitee’s prior written consent (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or material adverse effect on, any other material claim or action against an indemnified partythat may be made against, the Indemnitee.

Procedure for Claims by Third Parties. Promptly upon receipt by an indemnified party under Paragraph G(1Section 8(a) or (28(b) of this Agreement, of notice of the commencement of any action for which indemnification is to be sought pursuant to said Paragraph G(1Section 8(a) or (28(b), such indemnified party shall notify the indemnifying party in writing of the commencement thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1Section 8(a) or (28(b) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such actionthereof, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. Section 8. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is, in the opinion of counsel to the indemnified partiesindemnifying party, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be liable to such indemnified party under this Paragraph G Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G Section 8 for any settlement, effected without its written consent, which consent shall not be unreasonably withheld, of any claim or action against an indemnified party.

Procedure for Claims by Third Parties. Promptly upon receipt (i) The rights and obligations of a party claiming a right to indemnification hereunder (each, an "Indemnitee") from a party to this Agreement (each, an "Indemnitor") in any way relating to a third party claim shall be governed by an indemnified party under Paragraph G(1) or (2) the following provisions of this Agreement, of Section 9(d): (A) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any action for claim, action, suit, or proceeding, or any threat thereof, or any state of facts which indemnification is Indemnitee determines will give rise to be sought pursuant to said Paragraph G(1) or (2)a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, such indemnified party shall notify in reasonable detail, the indemnifying party in writing nature and basis of the commencement claim and the amount thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Paragraph G(1) or (2) only to the extent that the indemnifying party was prejudiced as a result thereof or unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph G. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent known, and any other relevant information in the possession of the Indemnitee (a "Notice of Claim"). The Notice of Claim shall be accompanied by any relevant documents in the possession of the Indemnitee relating to the claim (such as copies of any summons, complaint, or pleading which may have been served or any written demand or document evidencing the same). No failure to give a Notice of Claim shall affect, limit, or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit, or proceeding giving rise to the indemnification claim. (B) In the event that it an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is subject to this Section 9 (without admitting responsibility to indemnify therefor) (an "Indemnification Acknowledgment"), then the claim covered by the Notice of Claim may elect be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; provided that the Indemnitee is authorized to file any motion, answer, or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period. However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee, the Indemnitee may, upon written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partyIndemnitor, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties with legal counsel chosen by the same counsel isIndemnitee) and dispose of the claim, in at the opinion sole cost and expense of counsel to the indemnified partiesIndemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties Indemnitee shall have the right to select separate employ its own counsel in respect of any such claim, action, suit, or proceeding, but the fees and expenses of such counsel shall be at the Indemnitee's own cost and expense. (C) The Parties agree to assume render to each other such legal defense assistance as they may reasonably require of each other in order to ensure the proper and to otherwise participate in the adequate defense of any such claim, action, suit, or proceeding. The indemnifying party will not be liable Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with Section 9(d)(i)(B), the Indemnitee shall cooperate with the Indemnitor and provide such indemnified party under this Paragraph G for any legal or other expenses subsequently incurred by such indemnified party assistance, at the sole cost and expense of the Indemnitor, as the Indemnitor may reasonably request in connection with the defense thereof unless (i) of any such claim, action, suit, or proceeding, including, but not limited to, providing the indemnified party Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery, and as witnesses at trial if required. In requesting any such cooperation, the Indemnitor shall have employed counsel in connection with due regard for, and attempt not to be disruptive of, the assumption business and day-to-day operations of legal defenses in accordance with the proviso to Indemnitee and shall follow the immediately preceding sentence (it being understood, however, that requests of the indemnifying party shall not Indemnitee regarding any documents or instruments which the Indemnitee believes should be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties in each jurisdiction), given confidential treatment. (ii) the indemnifying party The Indemnitor shall not have employed counsel to represent the indemnified party within a reasonable time after notice make or enter into any settlement of commencement of the any claim, action, suit, or proceeding which Indemnitor has undertaken to defend, without the Indemnitee's prior written consent (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. In no event shall an indemnifying party be liable under this Paragraph G for any settlement, effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or material adverse effect on, any other material claim or action against an indemnified partythat may be made against, the Indemnitee.