Common use of Procedure for Matters Involving Third Parties Clause in Contracts

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other party to this Agreement (the “Indemnifying Party”) under this Article 10, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days following the receipt of the Claim Notice that the Indemnifying Party desires to assume the defense of the Third-Party Claim and the Indemnifying Party thereafter conducts the defense of the Third-Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 10.4(b), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damages. (d) In the event any of the conditions in Section 10.4(b) is or becomes unsatisfied, the Indemnified Party may defend against the Third-Party Claim and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from the Third-Party Claim. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “Indemnifying Party”) under this Article 108, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 30 days following the receipt of the Claim Notice that the Indemnifying Party desires to assume will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences the Third-Indemnified Party Claim may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (ii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b8.4(b), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. . (d) The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damages. (d) In the event any of the conditions in Section 10.4(b) is or becomes unsatisfied, the Indemnified Party may defend against the Third-Party Claim and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from the Third-Party Claim. (e) A party Party suffering Losses Adverse Consequences or a Party that determines that any occurrence or claim may result in Adverse Consequences that gives or could give rise to a claim for indemnification under this Article 10 8 shall promptly notify the each other party Party thereof in writing (a “Claim Notice”) in accordance with Section 11.111.7. The Claim Notice shall contain a brief description of the nature of the Losses Adverse Consequences suffered and, if practicable, an aggregate dollar value estimate of the Losses Adverse Consequence suffered. No delay in the issuance of a Claim Notice shall relieve either party any Party from any obligation under this Article 108, unless and solely to the extent the Indemnifying such Party is thereby prejudiced.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “"Indemnifying Party”") under this Article 10ARTICLE VIII, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 15 days following the receipt of the Claim Notice that the Indemnifying Party desires will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides upon request the Indemnified Party with evidence reasonably acceptable to assume the defense of Indemnified Party that the Third-Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b8.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The , (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damages. (d) In the event any of the conditions in Section 10.4(b8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from the Third-Party Claim. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof from, arising out of, relating to, in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of of, or caused by the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Third Party Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the fullest extent the Indemnifying Party is thereby prejudicedprovided in this ARTICLE VIII.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other party to this Agreement (the “"Indemnifying Party”") under this Article 10, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 30 days following the receipt of the Claim Notice that (i) the Indemnifying Party desires to assume the defense of the Third-Third Party Claim and (ii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if (i) the judgment or settlement is solely for money damagesdamages and (ii) contains an unconditional release of the Indemnified Party of all liability (including any restrictions on the Indemnified Party's business, operations or assets). (d) In the event any of the conditions in Section 10.4(b) is or becomes unsatisfied, the Indemnified Party may defend against the Third-Third Party Claim and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from the Third-Third Party Claim. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof in writing (a “"Claim Notice”") in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a 34 40 claim for indemnification against any other party to this Agreement Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 108, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 15 days following the receipt of the Claim Notice that the Indemnifying Party desires will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to assume the defense of Indemnified Party that the Third-Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b8.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The , (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will Party (not to be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damageswithheld unreasonably). (d) In the event any of the conditions in Section 10.4(b8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced8.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 108, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty fifteen (3015) days following the receipt of the Claim Notice that the Indemnifying Party desires to assume will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) upon request of the Third-Indemnified Party, the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 10.4(b), the The Indemnified Party Party: (i) may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The Claim and (ii) will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will Party (not to be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damageswithheld unreasonably). (d) In the event any of the conditions in Section 10.4(b8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against the Third-Third Party Claim and in any manner it reasonably may deem appropriate, (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced8.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of an AmSurg Indemnified Party or PRG, as the parties to this Agreement case may be (the “"Indemnified Party”) "), with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any the other party to this Agreement (the “"Indemnifying Party”") under this Article 10IX, then the ---------- Indemnified Party shall promptly issue a Claim Notice (as defined below) to the Indemnifying Party with respect thereto; provided, however, that no delay on the -------- ------- part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent)the Indemnifying Party thereby is prejudiced. (b) An The Indemnifying Party will have the right to defend the The Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the The Indemnified Party so long as the (i)the Indemnifying Party notifies the The Indemnified Party in writing within thirty (30) 15 days following the receipt of the Claim Notice that the Indemnifying Party desires will indemnify The Indemnified Party from and against the entirety of any Adverse Consequences The Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides The Indemnified Party with evidence acceptable to assume The Indemnified Party that the defense of Indemnifying Party will have the Third-financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not in the good faith judgment of The Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of The Indemnified Party, and (v)the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively actively, diligently, and diligentlyin good faith. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification pursuant to this Article IX; (ii) no compromise or ---------- settlement of such claim may be effected by the Indemnifying Party without The Indemnified Party's consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b9.3(b), the (i) The Indemnified Party -------------- may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. , (ii) The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii)the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the The Indemnified Party if the judgment or settlement is solely for money damages(not to be withheld unreasonably). (d) In the event any of the conditions in Section 10.4(b9.3(b) is or becomes -------------- unsatisfied, The Indemnified Party has notified the Indemnifying Party of the failure of such condition and such failure has continued without cure for a period of ten days after such notice, (i) The Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and The Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse The Indemnified Party promptly and periodically for the costs of defending against the Third-Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Adverse Consequences The Indemnified Party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1IX. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.----------

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties The Party making a claim under this Article 7 is referred to this Agreement (as the “Indemnified Party”) with respect ,” and the Party against whom such claims are asserted under this Article 7 is referred to as the “Indemnifying Party.” If any matter Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Party or an Affiliate of a Party (a “Third-Third Party Claim”) that may give rise against such Indemnified Party with respect to a claim for which the Indemnifying Party is obligated to provide indemnification against any other party to this Agreement (the “Indemnifying Party”) under this Article 10Agreement, then the Indemnified Party shall promptly issue give the Indemnifying Party prompt written notice thereof (a “Claim Notice”). The Claim Notice shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the aggregate dollar value estimate of the Losses that have been or may be sustained by the Indemnified Party. No inadvertent delay in the issuance of a Claim Notice shall relieve any Party from any obligation under this Article 7, unless and solely to the Indemnifying extent such Party with respect thereto. (b) An is thereby prejudiced. The Indemnifying Party will have the right and obligation to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 30 days following the receipt of the Claim Notice that the Indemnifying Party desires to assume will indemnify the defense Indemnified Party from and against the entirety of the Third-Party Claim Losses described therein, and (ii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (cb) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b7.4(a), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. . (c) The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damages. (d) In the event any of the conditions in Section 10.4(b) is or becomes unsatisfied, the Indemnified Party may defend against the Third-Party Claim damages and the Indemnifying Party will remain responsible agrees to bear all such costs without reference to limitations on indemnification otherwise provided for any Losses the Indemnified Party may suffer resulting from the Third-Party Claimherein. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement (the “an ARC Indemnified Party”) Party with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other party to this Agreement (the “Indemnifying Party”) FGI Shareholders under this Article 109, then the Indemnified Party ARC shall promptly issue a Claim Notice to the Indemnifying Party FGI Shareholders with respect theretothereto in accordance with the provisions of Section 9.5 hereof. (b) An Indemnifying Party The FGI Shareholders will have the right to defend the ARC Indemnified Party Parties against the Third-Third Party Claim with counsel chosen by the FGI Shareholders and reasonably satisfactory to ARC, provided that (i) the FGI Shareholders notify ARC in writing within 15 days following the receipt of the Claim Notice (the "Notice Period") that the FGI Shareholders will indemnify the ARC Indemnified Parties from and against the entirety of any Adverse Consequences the ARC Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (ii) the FGI Shareholders provide ARC with evidence reasonably acceptable to ARC that the FGI Shareholders will have the financial resources to defend against the Third Party Claim and fulfill their indemnification obligations hereunder, and (iii) the FGI Shareholders conduct the defense of the Third Party Claim actively, diligently, and in good faith. (c) If the FGI Shareholders fail to notify ARC in accordance with clause (i) of Section 9.3(b), or the FGI Shareholders fail to provide ARC with reasonable evidence of financial resources pursuant to clause (ii) of Section 9.3(b), then ARC will have the right to defend against the Third Party Claim with counsel of its choice. (d) Notwithstanding Section 9.3(b), (i) if the Third Party Claim seeks an injunction or other equitable relief that would have a material adverse effect on any of the ARC Indemnified Parties, or if ARC determines, reasonably and in good faith, that a settlement of, or an adverse judgment with respect to, the Third Party Claim likely would establish a precedential custom or practice materially adverse to the continuing business interests of any of the ARC Indemnified Parties, and (ii) if ARC states in the Claim Notice that the Third Party Claim seeks such equitable relief or that ARC has made such a determination and that ARC, on that basis, has elected to assume the defense of the Third Party Claim, then ARC will have the right to defend against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days following the receipt of the Claim Notice FGI shareholders, provided that the Indemnifying Party desires to assume the defense of the Third-Party Claim and the Indemnifying Party thereafter ARC conducts the defense of the Third-Third Party Claim actively actively, diligently, and diligentlyin good faith. (ce) So long as In any circumstance in which the Indemnifying Party is FGI Shareholders are conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b)Claim, the ARC Indemnified Party Parties may retain separate co-counsel at its their sole cost and expense and participate fully in the defense of the Third-Third Party Claim. The Indemnifying If ARC is conducting the defense of the Third Party Claim in accordance with Section 9.3(d), the FGI Shareholders may retain separate co-counsel at their sole cost and expense and participate fully in the defense of the Third Party Claim. In the event the FGI Shareholders are conducting the defense of a Third Party Claim in accordance with Section 9.3(b) or ARC is conducting the defense of the Third Party Claim in accordance with Section 9.3(d), neither the ARC Indemnified Parties nor the FGI Shareholders will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Partyother (not to be withheld unreasonably). ARC and the FGI Shareholders and their respective counsel shall consult with each other, which consent will not be unreasonably withheldshall allow the other to participate fully and meaningfully, except and shall cooperate, diligently and in good faith, in the Indemnifying Party may consent to the entry of judgment or settlement without the consent defense of the Indemnified Third Party if the judgment or settlement Claim. In any situation in which either party is solely for money damagesentitled to retain co-counsel as described in this Section 9.3(e), then all parties shall negotiate reasonably and in good faith to attempt to enter into a mutually acceptable joint defense agreement. (df) In the event any that the FGI Shareholders are conducting the defense of the conditions in Section 10.4(b) is or becomes unsatisfied, the Indemnified Party may defend against the Third-a Third Party Claim and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from the Third-Party Claim. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description 9.3(b) or ARC is conducting the defense of the nature of Third Party Claim in accordance with Section 9.3(d) and (i) a Qualifying Settlement Offer (as hereinafter defined) is made to settle or compromise a Third Party Claim that the Losses suffered andFGI Shareholders propose in writing to accept, if practicableand (ii) the ARC Indemnified Parties refuse to consent to such Qualifying Settlement Offer, an aggregate dollar value estimate of then: (1) the Losses suffered. No delay in FGI Shareholders shall be excused from, and the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.ARC Indemnified Parties shall

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “"Indemnifying Party”") under this Article 106, then the Indemnified Party shall promptly issue a --------- Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 15 days following the receipt of the Claim Notice that the Indemnifying Party desires will indemnify the Indemnified Party may from and against all Damages, the Indemnified Party suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to assume the defense of Indemnified Party that the Third-Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not in the good faith judgement of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Third party Claim in accordance with Section 10.4(b6.4(b), (i) the Indemnified ------------- Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The , (ii) the Indemnified Party will not consent to the entry of any judgement or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld reasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will Party (not to be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damageswithheld unreasonably). (d) In the event any of the conditions in Section 10.4(b6.4(b) is or ------------- becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying parties will reimburse the Indemnified Party promptly any periodically for the costs of defending against the Third-Third Party Claim (including reasonable attorneys' fees and expense), and (iii) the Indemnifying Party Parties will remain responsible for any Losses Damages the Indemnified Party party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.16. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced.---------

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 10ARTICLE 8, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty fifteen (3015) days following the receipt of the Claim Notice that the Indemnifying Party desires to assume will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) upon request of the Third-Indemnified Party, the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 10.4(b), the The Indemnified Party Party: (i) may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The Claim and (ii) will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will Party (not to be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damageswithheld unreasonably). (d) In the event any of the conditions in Section 10.4(bSECTION 8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against the Third-Third Party Claim and in any manner it reasonably may deem appropriate, (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from the Third-Party Claim. (e) A party suffering Losses that gives or could give rise to a claim for indemnification under this Article 10 shall promptly notify the other party thereof from, arising out of, relating to, in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of of, or caused by the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Third Party Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the fullest extent the Indemnifying Party is thereby prejudicedprovided in this ARTICLE 8.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other party to this Agreement Party (the “"Indemnifying Party”") under this Article 108, then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 30 days following the receipt of the Claim Notice that the Indemnifying Party desires to assume will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences the Third-Indemnified Party Claim may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (ii) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b8.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The , (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damages. (d) In the event any of the conditions in Section 10.4(b8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced8.

Procedure for Matters Involving Third Parties. (a) If any third party shall notify either of the parties to this Agreement any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification under this Article 8 against any other party to this Agreement Party (the “Indemnifying Party”) under this Article 10"INDEMNIFYING PARTY"), then the Indemnified Party shall promptly issue a Claim Notice to the Indemnifying Party with respect thereto. (b) An Any Indemnifying Party will have the right to defend the Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) 15 days following the receipt of the Claim Notice that the Indemnifying Party desires will indemnify the Indemnified Party in accordance with this Article 8 relative to assume the defense of Third Party Claim, (ii) the Third-Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party thereafter conducts the defense of the Third-Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim in accordance with Section 10.4(b8.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The , (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party, which consent will Party (not to be unreasonably withheld, except the Indemnifying Party may consent to the entry of judgment or settlement without the consent of the Indemnified Party if the judgment or settlement is solely for money damageswithheld unreasonably). (d) In the event any of the conditions in Section 10.4(b8.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from from, arising out of, relating to, in the Third-nature of, or caused by the Third Party Claim. (e) A party suffering Losses that gives or could give rise Claim to a claim for indemnification under the fullest extent provided in this Article 10 shall promptly notify the other party thereof in writing (a “Claim Notice”) in accordance with Section 11.1. The Claim Notice shall contain a brief description of the nature of the Losses suffered and, if practicable, an aggregate dollar value estimate of the Losses suffered. No delay in the issuance of a Claim Notice shall relieve either party from any obligation under this Article 10, unless and solely to the extent the Indemnifying Party is thereby prejudiced8.