Common use of Procedure for Indemnification Claims Clause in Contracts

Procedure for Indemnification Claims. (a) Any Indemnified Party asserting a right of indemnification provided for under this Agreement in respect of a Third Party Claim shall notify the Indemnifying Party in writing of the Third Party Claim within ten 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except to the extent that the Indemnifying Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or compromise such Third Party Claim at the expense of such Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such claim through counsel selected by it, which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article with respect to such Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such Third Party Claim at the Indemnifying Party's expense, and neither party shall have the right, without the other's consent, to settle or compromise any such Third Party Claim.

Procedure for Indemnification Claims. In the case of any claim or demand notice of a claim or demand of a third party that may give rise to a claim for indemnification by the Buyer or Parent or any Shareholder or Seller, or any of their related indemnified parties, as the case may be hereunder (a) Any in such capacity, the "Indemnified Party"), such Indemnified Party asserting a right shall give prompt written notice of such claim, demand or circumstance (described in reasonable detail) to the party against whom indemnification may be sought hereunder (in such capacity, the "Indemnifying Party"); provided for under this Agreement in respect that the failure to provide such notice shall not affect the obligation of a Third Party Claim shall notify the Indemnifying Party in writing hereunder except to the extent, if any, that the lack of prompt notice adversely affects the Third Party Claim within ten business days after receipt by such Indemnified Party ability 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except to the extent that the Indemnifying Party's ability to defend against or diminish the losses arising out of such claim is actually prejudiced therebyclaim, demand or circumstance. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) right to defend againstand to direct the defense against any such claim or demand, settle in its name or compromise such Third Party Claim in the name of the Indemnified Party, as the case may be, at the expense of such the Indemnifying Party, and with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such any claim through or demand with counsel selected by itemployed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) above or as to which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed shall not in fact have employed counsel to assume the defense of against such claim unless counsel for or demand, the Indemnifying Party could not adequately represent the interests reasonable fees and disbursements of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at expense of the Indemnifying Party's expense as the . The Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article shall have no indemnification obligations with respect to any such Third Party Claim, then the Indemnifying Party and claim or demand which shall be settled by the Indemnified Party shall cooperate in defending against such Third Party Claim at without the prior written consent of the Indemnifying Party's expense, and neither party which consent shall have the rightnot be unreasonably withheld. The Indemnifying Party shall not, without the other's consentwritten consent of the Indemnified Party, to settle or compromise any such Third Party Claimaction in any manner that would materially and adversely affect the Indemnified Party.

Procedure for Indemnification Claims. (a) Any Indemnified Party asserting a right of indemnification provided for under this Agreement in respect of a Third Party Claim shall notify the Indemnifying Party in writing of the Third Party Claim within ten 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article Section 7 except to the extent that the Indemnifying Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article Section 7 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or compromise such Third Party Claim at the expense of such Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such claim through counsel selected by it, which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged refuses to acknowledge its liability under this Article Section 7 with respect to such Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against have the right to control the defense of such Third Party Claim at the Indemnifying Party's expense, and neither party shall have the right, without the otherIndemnifying Party's consent, to settle or compromise any such Third Party Claim.

Procedure for Indemnification Claims. (a) Any Indemnified Party asserting a right of indemnification provided for under this Agreement Article IX in respect of a Third Party Claim shall notify the Indemnifying Party in writing of the Third Party Claim within ten 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 Part of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article IX except to the extent that the Indemnifying Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees agreed (and, at such time as 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 compromise such Third Party Claim at the expense of such Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such claim through counsel selected by it, which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has ahs assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. In no event shall the Indemnifying Parties be liable hereunder for the fees and expenses of more than one law firm or counsel representing the Indemnified Parties in connection with such Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but buy not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged refuses to acknowledge its liability under this Article IX with respect to such Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against have the right to control the defense of such Third Party Claim at the Indemnifying Party's expense, and neither party shall have the right, without the otherIndemnifying Party's consent, to settle or compromise any such Third Party Claim.

Procedure for Indemnification Claims. (a) Any In the event that any Purchaser Indemnified Party asserting desires to make a right claim against either Seller under subparagraph 12(a). in connection with any Claim at any time instituted against, or made upon, the Purchaser Indemnified Party by any third party for which the Purchaser Indemnified Party may seek indemnification hereunder (a "Third Party Claim"), the Purchaser Indemnified Party shall promptly notify each Seller of indemnification provided for under this Agreement in respect of a such Third Party Claim shall notify and of the Indemnifying Purchaser Indemnified Party's claim of indemnification with respect thereto; provided, however, that no reasonable delay on the part of the Purchaser Indemnified Party in writing of notifying either Seller shall relieve the Third Party Claim within ten business Seller from any obligation hereunder. Each Seller shall have thirty (30) days after receipt by of such notice to notify the Purchaser Indemnified Party if it has elected to assume the defense of written notice of the such Third Party Claim. As part If either Seller timely elects to assume the defense 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except to the extent that the Indemnifying Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Party Seller shall have be entitled at its own expense to conduct and control the sole defense and exclusive right) to defend against, settle or compromise settlement of such Third Party Claim at through counsel of its own choosing, provided that the expense of such Indemnifying Party. The Purchaser Indemnified Party shall have the right (but not the obligation) to may participate in the defense of such claim through Third Party Claim with its or their own counsel selected by itat its or their own expense, which counsel shall be at the Indemnified Party's expense to the extent and provided further that the Indemnifying Party has assumed Seller must conduct the defense of such claim unless counsel for the Indemnifying Third Party could not adequately represent the interests of the Indemnified Party due Claim actively and diligently in order to an actual or potential conflict of interest, preserve its rights in which case such counsel shall be at the Indemnifying Party's expensethis regard. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with If both Sellers timely elect to assume the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article with respect to such Third Party Claim, then the Indemnifying Party Sellers shall be entitled at their own expense to jointly conduct and control the Indemnified Party shall cooperate in defending against defense and settlement of such Third Party Claim through counsel of their own choosing, provided that the Purchaser Indemnified Party may participate in the defense of such Third Party Claim with its or their own counsel at the Indemnifying Party's its or their own expense, and provided further that the Sellers must conduct the defense of the Third Party Claim actively and diligently in order to preserve their rights in this regard. If neither party Seller notifies the Purchaser Indemnified Party within thirty (30) days after receipt of notice of a Third Party Claim, the Purchaser Indemnified Party shall have be entitled to assume the right, without the other's consent, to settle or compromise any defense of such Third Party ClaimClaim (and the Purchaser Indemnified Party need not consult with, or obtain the consent of the Sellers) and in the Purchaser Indemnified Party's sole discretion prosecute, litigate, settle and perform such other actions as the Purchaser Indemnified Party may deem necessary in order to fully protect the Purchaser Indemnified Party's interests, and each Seller shall remain responsible for indemnification of the Purchaser Indemnified Party.

Procedure for Indemnification Claims. (a) Any In the event that a claim shall be made or threatened, or an action or proceeding shall be commenced or threatened, against an Indemnified Party asserting a right of indemnification provided for under this Agreement Party, which claim, action or proceeding could result in respect of a Third Party Claim shall notify the Indemnifying Party in writing liability of the Third Party Claim within ten business days after receipt by such Indemnified Party of written notice of Partnership the Third Party Claim. As part of such noticeindemnification obligations hereunder, the Indemnified Party shall furnish give prompt notice to the Indemnifying Party with copies Partnership and the Partnership shall have the right to take over the defense or settlement of any pleadingssuch claim, correspondence action or other documents relating thereto that are in proceeding at its own expense by giving prompt written notice to the Indemnified Party's possession. The Indemnified Party's failure ; PROVIDED, however, that the omission so to notify the Indemnifying Party of Partnership will not relieve the Partnership from any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except liability to the extent the Partnership is not materially prejudiced as a proximate result of such failure; PROVIDED, FURTHER, that (a) the Indemnified Party shall at all times have the right, at its option and expense, to participate fully therein; PROVIDED that the Indemnifying Party's ability to defend against Partnership shall be responsible for the legal fees and expenses of the Indemnified Party if (i) the employment of such claim is actually prejudiced thereby. The Indemnifying counsel by the Indemnified Party agrees has been authorized by the Partnership, (and, at such time as ii) the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the sole Partnership and exclusive rightthe Indemnified Party in the conduct of the defense of such action (in which case the Partnership shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or counsel for the Partnership shall have declined to represent the Indemnified Party in light of a potential conflict of interest, or (iii) the Partnership shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action, and (b) if the Partnership did not give such notice and did not proceed diligently to defend againstthe claim, settle action or compromise such Third Party Claim at the expense proceeding within 15 days after receipt of such Indemnifying Party. The notice of the claim, action or proceeding, the Indemnified Party shall have the right (right, but not the obligation) , to participate in undertake the defense of any such claim through counsel selected by itclaim, which counsel action or proceeding for the account of and at the risk of the Partnership and the Partnership shall be at the Indemnified Party's expense to the extent bound by any defense or settlement that the Indemnifying Party has assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due may make as to an actual such claim, action or potential conflict proceeding. The parties shall cooperate in defending any such claim, action or proceeding, and the defending party shall have reasonable access to the books and records and personnel in the possession or control of interestthe other party that are pertinent to the defense. The Partnership shall not, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited action or proceeding, consent to providing the Indemnifying entry of any judgment or award, or enter into any settlement, except in either event with the prior written consent of the Indemnified Party. The parties agree that any Indemnified Party access may join the Partnership in any claim, action or proceeding as to and use which any right of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article with respect indemnity granted to such Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against pursuant to this Agreement would or might apply, for the purpose of enforcing such Third Party Claim at the Indemnifying Party's expense, and neither party shall have the right, without the other's consent, to settle or compromise any such Third Party Claimright of indemnity.

Procedure for Indemnification Claims. (a) Any Indemnified Party asserting a right of indemnification provided for under this Agreement in respect of a Third Party Claim shall notify the Indemnifying Party in writing of the Third Party Claim within ten 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article Section 7 except to the extent that the Indemnifying Party's ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article Section 7 with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) to defend against, settle or compromise such Third Party Claim at the expense of such Indemnifying Party; provided, however, such acknowledgement shall not effect or be deemed a waiver of the limitation on liability set forth in Section 7.2. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such claim through counsel selected by it, which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnified Party asserts a right of indemnification under this Agreement for a Third Party Claim and the Indemnifying Party has not yet acknowledged its liability under this Article Section 7 with respect to such Third Party Claim, then the Indemnifying Party and the Indemnified Party shall cooperate in defending against such Third Party Claim at the Indemnifying Party's expense, and neither party shall have the right, without the other's consent, to settle or compromise any such Third Party Claim.

Procedure for Indemnification Claims. (a) Any Indemnified Owner Party asserting a right or Indemnified Manager Party that desires to seek indemnification under any provision of indemnification provided for under this Article 4 or any other provision of this Agreement providing for indemnification (each, in respect of such capacity, an "Indemnified Party") shall give notice (a Third "Claim Notice") to party that is obligated to indemnify the Indemnified Party hereunder, either Manager or the appropriate Owner (each, in such capacity, an "Indemnitor"). Such Claim Notice shall notify briefly explain the Indemnifying Party in writing nature of the Third Party Claim within ten business days after receipt by such Indemnified Party of written notice claim and the parties known to be involved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the Third Party Claim. As part date of such noticethe Claim Notice, the Indemnified Party shall furnish estimate the Indemnifying Party with copies amount of any pleadings, correspondence or other documents relating thereto that are the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an "Unliquidated Claim"). If an Indemnified Party's possessionParty gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the "Liquidated Claim Notice") within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Second Claim Notice shall specify the amount of the claim. The Indemnified Party's Any failure to notify the Indemnifying Party of any such matter within the time frame specified above give a Claim Notice in a timely manner pursuant to this Section 4.3(a) shall not release limit the Indemnifying Party, in whole or in part, from its obligations obligation of the Indemnitor under this Article 4, except to the extent that the Indemnifying Party's ability to defend against such claim Indemnitor is actually prejudiced thereby. The Indemnifying Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party agrees that has given a Claim Notice (and, at such time as a "Claim Response") within thirty (30) days (the Indemnifying Party acknowledges its liability under this Article "Response Period") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to such Third Party an Unliquidated Claim, the Indemnifying Party date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall have be given in accordance with the sole notice requirements hereunder, and exclusive right) to defend against, settle any Claim Response shall specify whether or compromise such Third Party Claim at the expense of such Indemnifying Party. The Indemnified Party shall have the right (but not the obligation) to participate Indemnitor giving the Claim Response disputes the claim described in the defense Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim through counsel selected by it, which counsel shall be at conclusively deemed to be an obligation of such Indemnitor. If the Indemnitor notifies the Indemnified Party in the Claim Response that it disputes the claim made by the Indemnified Party's expense to the extent that the Indemnifying Party has assumed the defense of such claim unless counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at the Indemnifying Party's expense as the Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article with respect to such Third Party Claim, then the Indemnifying Party Indemnitor and the Indemnified Party shall cooperate endeavor in defending against good faith for a period of thirty (30) days to settle and compromise such Third Party Claim at the Indemnifying Party's expenseclaim, and neither party if unable to agree on any settlement or compromise, such claim for indemnification shall have be settled by arbitration in accordance with the rightprovisions of Section 6.1 of this Agreement, without the other's consentand any Loss established by reason of such settlement, compromise or arbitration shall be deemed to settle or compromise any such Third Party Claimbe finally determined.

Procedure for Indemnification Claims. In the case of any claim or demand notice of a claim or demand of a third party that may give rise to a claim for indemnification by the Buyer or Parent or Goldstone or Seller, or any of their related indemnified parties, as the case may be hereunder (a) Any in such capacity, the "Indemnified Party"), such Indemnified Party asserting a right shall give prompt written notice of such claim, demand or circumstance (described in reasonable detail) to the party against whom indemnification may be sought hereunder (in such capacity, the "Indemnifying Party"); provided for under this Agreement in respect that the failure to provide such notice shall not affect the -------- obligation of a Third Party Claim shall notify the Indemnifying Party in writing hereunder except to the extent, if any, that the lack of prompt notice adversely affects the Third Party Claim within ten business days after receipt by such Indemnified Party ability 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except to the extent that the Indemnifying Party's ability to defend against or diminish the losses arising out of such claim is actually prejudiced therebyclaim, demand or circumstance. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) right to defend againstand to direct the defense against any such claim or demand, settle in its name or compromise such Third Party Claim in the name of the Indemnified Party, as the case may be, at the expense of such the Indemnifying Party, and with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such any claim through or demand with counsel selected by itemployed at its own expense; provided, however, -------- ------- that, in the case of any claim or demand described in clause (i) or (ii) above or as to which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed shall not in fact have employed counsel to assume the defense of against such claim unless counsel for or demand, the Indemnifying Party could not adequately represent the interests reasonable fees and disbursements of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at expense of the Indemnifying Party's expense as the . The Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article shall have no indemnification obligations with respect to any such Third Party Claim, then the Indemnifying Party and claim or demand which shall be settled by the Indemnified Party shall cooperate in defending against such Third Party Claim at without the prior written consent of the Indemnifying Party's expense, and neither party which consent shall have the rightnot be unreasonably withheld. The Indemnifying Party shall not, without the other's consentwritten consent of the Indemnified Party, to settle or compromise any such Third Party Claimaction in any manner that would materially and adversely affect the Indemnified Party.

Procedure for Indemnification Claims. In the case of any claim or demand of a third party that may give rise to a claim for indemnification by the Buyer or Seller, as the case may be hereunder (a) Any in such capacity, the "Indemnified Party"), or if the Indemnified Party asserting obtains knowledge of any circumstance that may give rise to such a right claim for indemnification hereunder, such Indemnified Party shall give prompt written notice of indemnification such claim, demand or circumstance (described in reasonable detail) to the Buyer or Seller, as the case may be (in such capacity, the "Indemnifying Party"); provided for under this Agreement in respect that the failure to provide such notice shall not affect the obligation of a Third Party Claim shall notify the Indemnifying Party in writing hereunder except to the extent, if any, that the lack of prompt notice adversely affects the Third Party Claim within ten business days after receipt by such Indemnified Party ability 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 of any such matter within the time frame specified above shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article except to the extent that the Indemnifying Party's ability to defend against or diminish the losses arising out of such claim is actually prejudiced therebyclaim, demand or circumstance. The Indemnifying Party agrees (and, at such time as the Indemnifying Party acknowledges its liability under this Article with respect to such Third Party Claim, the Indemnifying Party shall have the sole and exclusive right) right to defend againstand to direct the defense against any such claim or demand, settle in its name or compromise such Third Party Claim in the name of the Indemnified Party, as the case may be, at the expense of such the Indemnifying Party, and with counsel mutually approved by the Indemnifying Party and Indemnified Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right (but not the obligation) to participate in the defense of such any claim through or demand with counsel selected by itemployed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) above or as to which counsel shall be at the Indemnified Party's expense to the extent that the Indemnifying Party has assumed shall not in fact have employed counsel to assume the defense of against such claim unless counsel for or demand, the Indemnifying Party could not adequately represent the interests reasonable fees and disbursements of the Indemnified Party due to an actual or potential conflict of interest, in which case such counsel shall be at the Indemnifying Party's expense. The Indemnified Party shall cooperate with the Indemnifying Party and provide such assistance at expense of the Indemnifying Party's expense as the . The Indemnifying Party may reasonably request in connection with the defense of such claim, including but not limited to providing the Indemnifying Party access to and use of all relevant corporate records and making available its officers and employees for depositions, other pre-trial discovery and as witnesses at trial, if required. If the Indemnifying Party has not yet acknowledged its liability under this Article shall have no indemnification obligations with respect to any such Third Party Claim, then the Indemnifying Party and claim or demand which shall be settled by the Indemnified Party shall cooperate in defending against such Third Party Claim at without the prior written consent of the Indemnifying Party's expense, and neither party which consent shall have the rightnot be unreasonably withheld. The Indemnifying Party shall not, without the other's consentwritten consent of the Indemnified Party, to settle or compromise any such Third Party Claimaction in any manner that would admit the fault or guilt of, or otherwise materially and adversely affect, the Indemnified Party.