Common use of Procedure with Respect to Third-Party Claims Clause in Contracts

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. Subject to Section 7.4 and Section 8.6(e), which shall govern Claims with respect to Taxes, the following provisions shall apply. (a) If a an Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against an Indemnifying Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming such Indemnified Party shall notify the Responding Indemnifying Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such Claim. The failure of the Claiming such Indemnified Party to so notify the Responding Indemnifying Party will shall not relieve the Responding Indemnifying Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming such Indemnified Party and the Claiming such Indemnified Party gives notice to the Responding Indemnifying Party pursuant to this Section 9.3(a)8.6, the Responding Indemnifying Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if such proceeding (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Indemnified Party), if the Indemnifying Party provides written notice to such Indemnified Party within thirty (30) days that the Indemnifying Party intends to undertake such defense and provided that (1) the potential liability of such Claim does not exceed the maximum liability of the Indemnifying Party hereunder and (iii2) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has doing so would not determined in good faith that joint representation would be inappropriate because of create a conflict of interestinterest between the Indemnified Party and the Indemnifying Party. The Claiming Indemnified Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the reasonable fees and expenses of its counselsuch counsel shall be paid by such Indemnified Party. The Claiming Indemnifying Party shall cooperate with may not settle any Claim without the Responding Party and its counsel in the defense or compromise prior written consent of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Indemnified Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in fullwhich shall not be unreasonably withheld. (c) If notice is given to the Responding Indemnifying Party by the Indemnified Party of the commencement of any third-third party Proceeding legal proceeding and the Responding Indemnifying Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)receiving such notice, give notice to the Claiming Indemnified Party of its election to assume the defense of such legal proceeding (or the Proceeding, any of Indemnifying Party is not permitted to assume the conditions set forth in clauses (i) through (iii) of defense under Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement8.6(b)), then the Claiming such Indemnified Party may shall (upon notice to the Responding Indemnifying Party) have the right to undertake the defense, defense or compromise or settlement of the such Claim; provided, howeverthat (i) the Indemnified Party cannot settle any Claim without the prior written consent of the Indemnifying Party, that which shall not be unreasonably withheld, and (ii) the Responding Indemnifying Party shall reimburse the Claiming Indemnified Party for the Losses associated with costs of defending against the third-such third party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding such Indemnifying Party is liable under this Agreement with respect to the third-such third party Claim for a breach under this AgreementClaim. The Responding Indemnifying Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. (d) Notwithstanding anything else contained in this Agreement, with respect to a Claim with respect to Taxes, (I) (i) Seller shall only have the right to control a Claim with respect to Taxes if (A) it relates to a taxable year or other taxable period that ends on or prior to the Closing Date and (B) such Taxes are imposed on Seller, and (ii) Seller shall not consent to any settlement or compromise of any Claim with respect to Taxes that could reasonably be expected to adversely impact Buyer or the Acquired Assets without written consent of Buyer, which consent shall not be unreasonably withheld or delayed, and (II) Buyer shall have the right to control all other Claims for indemnification regarding Taxes. Seller, at its own expense, shall be entitled to participate in any Claim with respect to Taxes for any taxable period beginning on or before and ending after the Closing Date, or for any taxable period ending on or before the Closing Date if Seller did not choose to control the contest of such claim with respect to Taxes pursuant to this Agreement, and Buyer shall not settle any such Claim that could reasonably be expected to adversely impact Seller without written consent of Seller, which consent shall not be unreasonably withheld or delayed. (e) Sections 8.6(a) through (e) apply only to indemnification relating to third party Claims. A Party may assert an indemnity Claim not related to a third party Claim by providing notice to the other Party within the applicable time periods set forth in Section 8.1(b) and Section 8.1(c), respectively.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, the Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)10.6, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayParty, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its their respective counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no adverse effect on any other Claims that may be made against the Claiming Party, Party and (y) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.6(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Indemnified Party (the “"Claiming Party”") believes it has a claim entitled to for indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 under this ARTICLE IX as a result, then the Claiming Party shall promptly notify the Party from which the indemnification is sought (the "Responding Party Party") in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detaildetail (including the amount of the Claim, if known, and copies of any summons complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense Responding Party's ability to defend against, settle or satisfy any Loss in respect of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)9.6, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides timely written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayParty, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Claiming Party. Notwithstanding the preceding sentence, to the extent that the Claiming Party shall pay incurs fees and expenses because of the Claiming Party's good faith determination that it must engage separate counsel because of a conflict of interest under Section 9.6(b)(iii), the fees and expenses of its counselsuch separate counsel shall be paid by the Responding Party pursuant to Section 9.6(c). The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its their respective counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a ProceedingNo payment, no compromise or settlement of such Claim may be effected by the Claims Claiming Party without the Responding Party's prior written consent. No payment, compromise or settlement of such Claim may be effected by the Responding Party without the Claiming Party’s 's prior written consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no adverse effect on any other Claims that may be made against the Claiming Party, (y) provides for a full, unconditional and irrevocable release of the Claiming Party with respect to such Claim, and (yz) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 thirty (30) days after the Claiming Party’s 's notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b9.6(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may materially and adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-such third party Claim claim (including reasonable attorneys’ ' fees and expensesexpense) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach claim under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. Subject to Section 7.4 and Section 8.6(e), which shall govern Claims with respect to Taxes, the following provisions shall apply. (a) If a an Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against an Indemnifying Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming such Americas 92513545 Indemnified Party shall notify the Responding Indemnifying Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such Claim. The failure of the Claiming such Indemnified Party to so notify the Responding Indemnifying Party will shall not relieve the Responding Indemnifying Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming such Indemnified Party and the Claiming such Indemnified Party gives notice to the Responding Indemnifying Party pursuant to this Section 9.3(a)8.6, the Responding Indemnifying Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if such proceeding (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Indemnified Party), if the Indemnifying Party provides written notice to such Indemnified Party within thirty (30) days that the Indemnifying Party intends to undertake such defense and provided that (1) the potential liability of such Claim does not exceed the maximum liability of the Indemnifying Party hereunder and (iii2) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has doing so would not determined in good faith that joint representation would be inappropriate because of create a conflict of interestinterest between the Indemnified Party and the Indemnifying Party. The Claiming Indemnified Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action Action and to participate in the defense thereof, and the Claiming Party shall pay the reasonable fees and expenses of its counselsuch counsel shall be paid by such Indemnified Party. The Claiming Indemnifying Party shall cooperate with may not settle any Claim without the Responding Party and its counsel in the defense or compromise prior written consent of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Indemnified Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in fullwhich shall not be unreasonably withheld. (c) If notice is given to the Responding Indemnifying Party by the Indemnified Party of the commencement of any third-third party Proceeding legal proceeding and the Responding Indemnifying Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)receiving such notice, give notice to the Claiming Indemnified Party of its election to assume the defense of such legal proceeding (or the Proceeding, any of Indemnifying Party is not permitted to assume the conditions set forth in clauses (i) through (iii) of defense under Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement8.6(b)), then the Claiming such Indemnified Party may shall (upon notice to the Responding Indemnifying Party) have the right to undertake the defense, defense or compromise or settlement of the such Claim; provided, howeverthat (i) the Indemnified Party cannot settle any Claim without the prior written consent of the Indemnifying Party, that which shall not be unreasonably withheld, and (ii) the Responding Indemnifying Party shall reimburse the Claiming Indemnified Party for the Losses associated with costs of defending against the third-such third party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding such Indemnifying Party is liable under this Agreement with respect to the third-such third party Claim for a breach under this AgreementClaim. The Responding Indemnifying Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. (d) Notwithstanding anything else contained in this Agreement, if the facts giving rise to the right of indemnification under clauses (iii) or (iv) of Section 8.3 involve any actual or threatened Claim or demand by any third party against any Seller Indemnified Parties in connection with any Environmental Liabilities (“Third­Party Environmental Claim”), the Buyers shall at their own expense undertake full responsibility for the defense of such Third-Party Environmental Claim and, subject to their indemnification obligations to Seller Indemnified Parties hereunder, may contest or settle it on such terms as they may choose. If the Buyers fail to take full responsibility for the defense of any such Third-Party Environmental Claim, (i) Seller Indemnified Parties will be entitled to defend or prosecute such Third-Party Environmental Claim with counsel of their own choice reasonably acceptable to the Buyers (the Americas 92513545 reasonable fees and costs of such defense being indemnified under this Article 8), (ii) the Buyers at their own expense may nevertheless participate with the Seller Indemnified Parties in the defense of such Third-Party Environmental Claim and any settlement negotiations with respect thereto, and (iii) Seller Indemnified Parties may settle the Third-Party Environmental Claim on such terms as they may choose, with the reasonable consent of Buyers. A Seller Indemnified Party’s defense or participation in a Third-Party Environmental Claim will not in any manner relieve the Buyers of their obligations to indemnify Seller Indemnified Parties under this Article 8 with respect to Environmental Liabilities. (e) Notwithstanding anything else contained in this Agreement, with respect to a Claim with respect to Taxes, each Buyer, on the one hand, and Seller, on the other hand shall notify the other within ten (10) days of the receipt by any Buyer or Seller (or any of their Affiliates), as applicable, of notice of any inquiries, Claims, assessments, audits or similar events with respect to property Taxes attributable to any Acquired Asset (a “Tax Claim”) for which Seller may be liable to a Buyer Indemnified Party pursuant to Article 8 of this Agreement; provided, however, no failure or delay in providing notice of a Tax Claim shall reduce or otherwise affect the obligation of the Indemnifying Party hereunder except to the extent the Indemnified Party is materially prejudiced thereby. Seller shall only have the right to control a Tax Claim if (A) it relates to a taxable year or other taxable period that ends on or prior to the Closing Date and (B) such Taxes are imposed on Seller, provided that Seller delivers a notice of its intent to control such Tax Claim reasonably promptly after receiving notice thereof. Seller shall not consent to any settlement or compromise of any Tax Claim controlled by Seller to the extent such settlement or compromise would reasonably be expected to adversely impact the relevant Buyer with respect to the Acquired Assets purchased by such Buyer without written consent of the relevant Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. The relevant Buyer shall have the right to control all other Tax Claims. Seller, at its own expense, shall be entitled to participate in any Tax Claim with respect to Taxes for any taxable period beginning on or before and ending after the Closing Date, or for any taxable period ending on or before the Closing Date if Seller did not choose to control the contest of such Tax Claim pursuant to this Section 8.6(d), and the relevant Buyer shall not consent to any settlement or compromise of any such Tax Claim controlled by such Buyer to the extent such settlement or compromise could reasonably be expected to adversely impact Seller without written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Seller shall have the sole right to control any inquires, claims, assessments, audits or similar events with respect to Taxes other than property Taxes attributable to any Acquired Asset for periods (or portions thereof) ending on or prior to the Closing Date. (f) Sections 8.6(a) through (e) apply only to indemnification relating to third party Claims. A Party may assert an indemnity Claim not related to a third party Claim by providing notice to the other Party within the applicable time periods set forth in Section 8.1(b) and Section 8.1(c), respectively.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third third-party Claim, and such Claiming Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Responding Party (the “Responding Party”) as provided in Section 9.1 ‎9.1) as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a)‎9.3(a) , the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming PartyParty (which approval shall not be unreasonably withheld or delayed), and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The ; provided that in such case the Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The ; and the Claiming Party shall cooperate with the Responding Party and its counsel in all reasonable respects in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent (which consent shall not be unreasonably withheld or delayed) unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If written notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s written notice is given pursuant to Section 9.3(a‎9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b‎9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon written notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third third-party Claim, and such Claiming Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Responding Party (the “Responding Party”) as provided in Section 9.1 9.1) as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a)) , the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming PartyParty (which approval shall not be unreasonably withheld or delayed), and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The ; provided that in such case the Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The ; and the Claiming Party shall cooperate with the Responding Party and its counsel in all reasonable respects in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent (which consent shall not be unreasonably withheld or delayed) unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If written notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s written notice is given pursuant to Section 9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon written notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Buyer Indemnified Party is threatened with or Contributor Indemnified Party (each, an “Indemnitee”) becomes subject to a pending or threatened Claim of a third party (a “Third Party Claim”) and Buyer or Contributor, and such Party as applicable (the “Claiming Party”) ), believes it such Indemnitee has a claim entitled to indemnification from an Indemnity Claim against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Indemnity Claim setting forth the nature of the Third Party Claim and the amount thereof in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Third Party Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding Third Party Claim is brought by a third party against a Claiming Party an Indemnitee and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a10.5(a), the Responding Party may shall be entitled to participate in the Proceeding such Third Party Claim and, to if the extent that it Responding Party wishes, the Responding Party may elect to assume control the defense of such Third Party Claim (such election to be without prejudice to the Proceedingright of the Responding Party to dispute whether such Third Party Claim is for indemnifiable Losses under this Article X), if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, such defense and (ii) the Responding Party conducts the defense of the third-party such Third Party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in (but not control) the defense or settlement thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall cooperate reasonably with the Responding Party and its counsel in the defense or compromise of the such Third Party Claim. If the Responding Party assumes the defense of a ProceedingThird Party Claim, no compromise or settlement of the Claims such Third Party Claim may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, and (yB) the sole relief provided is monetary damages that (1) in the event that Buyer is the Responding Party pays Party, are fully covered by the Responding Party, or (2) in fullthe event that Contributor is the Responding Party, the amount of such monetary damages is no greater than the value of the Reserved Units with such value being determined in accordance with Section 10.7(b), and Contributor transfers a number of Reserved Units to the Partnership with a value equal to the amount of such monetary damages at the time the compromise or settlement is effected with such value being determined in accordance with Section 10.7(b). (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding Third Party Claim and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a10.5(a), give notice to the Claiming Party of its election to assume control the defense of the Proceedingsuch Third Party Claim, or if any of the conditions set forth in clauses (i) through and (iiiii) of Section 9.3(b10.5(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreementunsatisfied, then the Claiming Party may shall (upon notice to the Responding Party) undertake have the right to control the defense, compromise or settlement of the such Third Party Claim; provided, however, that the Responding Party shall shall, subject to the limitations of liability set forth herein, reimburse the Claiming Party for the Losses associated with costs of defending against the third-party such Third Party Claim (including reasonable attorneys’ fees and expenses) and will shall, subject to the limitations of liability set forth herein, remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party such Third Party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the third-party such Third Party Claim for a breach under this Agreement; provided, further, that the Claiming Party may not effect any such compromise or settlement without the consent of the Responding Party (which consent shall not be unreasonably withheld, denied or delayed). The Responding Party may elect to participate in the Proceedings, negotiations or defense such Third Party Claim at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, any Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)10.7, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.7(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the such Claim; provided, however, provided that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim and the amount thereof in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a11.7(a), the Responding Party may shall be entitled to participate in the such Proceeding and, to if the extent that it Responding Party wishes, the Responding Party may elect to assume control the defense of such Proceeding (such election to be without prejudice to the Proceedingright of the Responding Party to dispute whether such claim is for indemnifiable Losses under this Article XI), if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, such defense and (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in (but not control) the defense or settlement thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims such Claim may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are fully covered by the Responding Party pays in fullParty. (c) If notice is given to the Responding Party of the commencement of any third-party legal Proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a11.7(a), give notice to the Claiming Party of its election to assume control the defense of the such legal Proceeding, or if any of the conditions set forth in clauses (i) through and (iiiii) of Section 9.3(b11.7(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreementunsatisfied, then the Claiming Party may shall (upon notice to the Responding Party) undertake have the right to control the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall shall, subject to the limitations of liability set forth herein, reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall, subject to the limitations of liability set forth herein, remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement; provided, further, that the Claiming Party may not effect any such compromise or settlement without the consent of the Responding Party (which consent shall not be unreasonably withheld, denied or delayed). The Responding Party may elect to participate in the such legal Proceedings, negotiations or defense at any time at its own expense. (d) In the event a Claiming Party recovers Losses in respect of a claim for indemnification under this Article XI, no other Claiming Party shall be entitled to recover the same Losses in respect of a claim for indemnification hereunder.

Procedure with Respect to Third-Party Claims. Subject to Section 7.3 which shall govern Tax Claims and Section 8.7 which shall govern Environmental Actions, the following provisions shall apply. (a) If a an Indemnified Party is threatened with or becomes subject to a pending or threatened Action of a third party Claim(each, and such a “Third Party (the “Claiming PartyAction”) and believes it has a claim entitled to indemnification from the other an Action against an Indemnifying Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming such Indemnified Party shall notify the Responding Indemnifying Party in writing of the basis for the Claim such Action setting forth the nature of the Claim Action in reasonable detail, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such Action. The failure of the Claiming such Indemnified Party to so notify the Responding Indemnifying Party will shall not relieve the Responding Indemnifying Party of liability hereunder except to the extent that the defense of the Claim such Action is prejudiced by the failure to give the such notice. (b) If any Proceeding Third Party Action is brought by a third party against a Claiming such Indemnified Party and the Claiming such Indemnified Party gives notice to the Responding Indemnifying Party pursuant to this Section 9.3(a)8.6, the Responding Indemnifying Party may shall be entitled to participate in the Proceeding such Action and, to the extent that it wishes, to assume the defense of the Proceedingsuch Third Party Action, if (i) the Responding Indemnifying Party provides written notice to the Claiming such Indemnified Party that the Responding Indemnifying Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Indemnified Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action Action and to participate in the defense thereof, and the Claiming Party shall pay the reasonable fees and expenses of its counsel. The Claiming Party such counsel shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected paid by the Responding Party without the Claiming such Indemnified Party’s consent unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If notice is given to the Responding Indemnifying Party by the Indemnified Party of the commencement of any third-party Proceeding Third Party Action and the Responding Indemnifying Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a), not give notice to the Claiming Indemnified Party of its election to assume the defense of such legal proceeding within the Proceeding, any earlier of the conditions set forth in clauses (i) through the date that any response to such Third Party Action is due or (iiiii) thirty (30) days after receiving such notice, then such Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense or compromise of such Action; provided, that (x) the Indemnified Party cannot settle any Action without the prior written consent of the Indemnifying Party, which consent shall not be delayed or withheld unreasonably and (xi) the Indemnifying Party shall reimburse the Indemnified Party for the costs of defending against such Third Party Action (including reasonable attorneys’ fees and expenses). (d) Notwithstanding anything to the contrary contained in this Section 9.3(b8.6, if (i) above become unsatisfied or a Claiming an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding Third Party Action may adversely affect it other than as a result in the Indemnified Party incurring Loss in excess of monetary damages for which it would be entitled that subject to indemnification from the Responding Party under this AgreementAgreement or (ii) the Third Party Action involves a temporary restraining order or preliminary injunction or other significant component of injunctive or other equitable relief, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Action; provided, in each case, that the Indemnified Party shall be prohibited from compromising or settling such Third Party Action without the prior written consent of the Indemnifying Party, which content shall not be unreasonably withheld or delayed. (e) If the Indemnified Party assumes the defense of any Third Party Action pursuant to Section 8.6(c) or Section 8.6(d), then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Indemnifying Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. (f) After the Closing Date, Buyer shall grant Seller (or their respective designees), access at all reasonable times upon reasonable notice to all of the Business Books and Records dated on or prior to the Closing Date, and shall afford such Person the right to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate or defend any Third Party Actions covered by this Agreement.

Procedure with Respect to Third-Party Claims. Except as provided in Section 6.10(c) with respect to Claims relating to Taxes, (a) If a Party is threatened with or becomes subject to a third party Claim, and such Promptly after any Party (the “Claiming Party”) believes that it has a claim entitled to for indemnification from the other against another Party (the “Responding Party”) as provided in Section 9.1 as a resultresult of a pending or threatened Claim by a third party (a “Third Party Claim”), then the Claiming Party shall notify the Responding Party in writing of such Third Party Claim and specify in such notice, in reasonable detail, each individual Loss subject to indemnification hereunder, the basis for the Claim setting forth any alleged indemnification obligation related to each such Loss (including, the nature of the Claim in reasonable detailmisrepresentation, breach of warranty, breach of covenant or indemnification claim on which such claim for indemnification is based) and the computation of the amount of indemnification to which such Claiming Party claims to be entitled hereunder. The Claiming Party shall enclose with such notice a copy of all papers served with respect to such Third Party Claim, if any, and any other material documents in the possession or under the control of such Claiming Party relating to such Third Party Claim. Any failure of the a Claiming Party to so notify the a Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Third Party Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding is brought Within 30 days following receipt by a third party against Responding Party of a notice from a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a10.5(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, shall be entitled to assume the defense or prosecution of the Proceedingsuch Third Party Claim, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Third Party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, ; provided that the Claiming Party may not file any papers or 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 Responding Party. The fees and expenses of any counsel retained by the Claiming Party shall pay be paid by such Claiming Party; provided, however, that if the fees Responding Party determines that in good faith that there exists a conflict in interest that would make it inappropriate for the same counsel to represent both the Claiming Party and expenses the Responding Party, then the Claiming Party shall be entitled to retain a single firm to serve as its own counsel, at the expense of its counselthe Responding Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise prosecution of the such Third Party Claim. If the The Responding Party assumes the defense of a Proceeding, no may compromise or settlement of the Claims may be effected by the Responding any such Third Party Claim without the Claiming Party’s written consent; provided that the prior written consent unless of the Claiming Party shall be required with respect to any such compromise or settlement if (xA) there is no finding the Claiming Party or admission any of its Affiliates would be required to pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement contains any sanction or restriction that would adversely affect the conduct of any violation of Law or any violation business of the rights Claiming Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Claiming Party with respect to such Third Party Claim. The Responding Party will not be obligated to indemnify the Claiming Party hereunder for any settlement or compromise of any Person and no effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that Third Party Claim entered into without the Responding Party pays in fullParty’s prior written consent. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a), give notice to the Claiming Party of its election fails to assume the defense of a Third Party Claim within the Proceeding30-day period described in Section 10.5(b), any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.5(b) above become unsatisfied or a Claiming Party reasonably determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon written notice to the Responding Party) undertake the defense, compromise defense or settlement prosecution of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-party such Third Party Claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability indemnifiable Losses with respect to amounts arising from or related to the third-party such Third Party Claim, in both cases cases, to the extent it is ultimately determined that the such Responding Party is liable obligated to indemnify the Claiming Party with respect to the third-party such Third Party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingsany legal proceedings, negotiations or defense of any Third Party Claim at any time at its own expense.

Procedure with Respect to Third-Party Claims. Subject to Section 7.4 and Section 8.6(e), which shall govern Claims with respect to Taxes, the following provisions shall apply. (a) If a an Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against an Indemnifying Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming such Indemnified Party shall notify the Responding Indemnifying Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such Claim. The failure of the Claiming such Indemnified Party to so notify the Responding Indemnifying Party will shall not relieve the Responding Indemnifying Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming such Indemnified Party and the Claiming such Indemnified Party gives notice to the Responding Indemnifying Party pursuant to this Section 9.3(a)8.6, the Responding Indemnifying Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if such proceeding (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Indemnified Party), if the Indemnifying Party provides written notice to such Indemnified Party within thirty (30) days that the Indemnifying Party intends to undertake such defense and provided that (1) the potential liability of such Claim does not exceed the maximum liability of the Indemnifying Party hereunder and (iii2) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has doing so would not determined in good faith that joint representation would be inappropriate because of create a conflict of interestinterest between the Indemnified Party and the Indemnifying Party. The Claiming Indemnified Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action Action and to participate in the defense thereof, and the Claiming Party shall pay the reasonable fees and expenses of its counselsuch counsel shall be paid by such Indemnified Party. The Claiming Indemnifying Party shall cooperate with may not settle any Claim without the Responding Party and its counsel in the defense or compromise prior written consent of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Indemnified Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in fullwhich shall not be unreasonably withheld. (c) If notice is given to the Responding Indemnifying Party by the Indemnified Party of the commencement of any third-third party Proceeding legal proceeding and the Responding Indemnifying Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)receiving such notice, give notice to the Claiming Indemnified Party of its election to assume the defense of such legal proceeding (or the Proceeding, any of Indemnifying Party is not permitted to assume the conditions set forth in clauses (i) through (iii) of defense under Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement8.6(b)), then the Claiming such Indemnified Party may shall (upon notice to the Responding Indemnifying Party) have the right to undertake the defense, defense or compromise or settlement of the such Claim; provided, howeverthat (i) the Indemnified Party cannot settle any Claim without the prior written consent of the Indemnifying Party, that which shall not be unreasonably withheld, and (ii) the Responding Indemnifying Party shall reimburse the Claiming Indemnified Party for the Losses associated with costs of defending against the third-such third party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding such Indemnifying Party is liable under this Agreement with respect to the third-such third party Claim for a breach under this AgreementClaim. The Responding Indemnifying Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. (d) Notwithstanding anything else contained in this Agreement, if the facts giving rise to the right of indemnification under clauses (iii) or (iv) of Section 8.3 involve any actual or threatened Claim or demand by any third party against any Seller Indemnified Parties in connection with any Environmental Liabilities (“Third-Party Environmental Claim”), the Buyers shall at their own expense undertake full responsibility for the defense of such Third-Party Environmental Claim and, subject to their indemnification obligations to Seller Indemnified Parties hereunder, may contest or settle it on such terms as they may choose. If the Buyers fail to take full responsibility for the defense of any such Third-Party Environmental Claim, (i) Seller Indemnified Parties will be entitled to defend or prosecute such Third-Party Environmental Claim with counsel of their own choice reasonably acceptable to the Buyers (the reasonable fees and costs of such defense being indemnified under this Article 8), (ii) the Buyers at their own expense may nevertheless participate with the Seller Indemnified Parties in the defense of such Third-Party Environmental Claim and any settlement negotiations with respect thereto, and (iii) Seller Indemnified Parties may settle the Third-Party Environmental Claim on such terms as they may choose, with the reasonable consent of Buyers. A Seller Indemnified Party’s defense or participation in a Third-Party Environmental Claim will not in any manner relieve the Buyers of their obligations to indemnify Seller Indemnified Parties under this Article 8 with respect to Environmental Liabilities. (e) Notwithstanding anything else contained in this Agreement, with respect to a Claim with respect to Taxes, each Buyer, on the one hand, and Seller, on the other hand shall notify the other within ten (10) days of the receipt by any Buyer or Seller (or any of their Affiliates), as applicable, of notice of any inquiries, Claims, assessments, audits or similar events with respect to property Taxes attributable to any Acquired Asset (a “Tax Claim”) for which Seller may be liable to a Buyer Indemnified Party pursuant to Article 8 of this Agreement; provided, however, no failure or delay in providing notice of a Tax Claim shall reduce or otherwise affect the obligation of the Indemnifying Party hereunder except to the extent the Indemnified Party is materially prejudiced thereby. Seller shall only have the right to control a Tax Claim if (A) it relates to a taxable year or other taxable period that ends on or prior to the Closing Date and (B) such Taxes are imposed on Seller, provided that Seller delivers a notice of its intent to control such Tax Claim reasonably promptly after receiving notice thereof. Seller shall not consent to any settlement or compromise of any Tax Claim controlled by Seller to the extent such settlement or compromise would reasonably be expected to adversely impact the relevant Buyer with respect to the Acquired Assets purchased by such Buyer without written consent of the relevant Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. The relevant Buyer shall have the right to control all other Tax Claims. Seller, at its own expense, shall be entitled to participate in any Tax Claim with respect to Taxes for any taxable period beginning on or before and ending after the Closing Date, or for any taxable period ending on or before the Closing Date if Seller did not choose to control the contest of such Tax Claim pursuant to this Section 8.6(d), and the relevant Buyer shall not consent to any settlement or compromise of any such Tax Claim controlled by such Buyer to the extent such settlement or compromise could reasonably be expected to adversely impact Seller without written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Seller shall have the sole right to control any inquires, claims, assessments, audits or similar events with respect to Taxes other than property Taxes attributable to any Acquired Asset for periods (or portions thereof) ending on or prior to the Closing Date. (f) Sections 8.6(a) through (e) apply only to indemnification relating to third party Claims. A Party may assert an indemnity Claim not related to a third party Claim by providing notice to the other Party within the applicable time periods set forth in Section 8.1(b) and Section 8.1(c), respectively.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in ), pursuant to Section 9.1 11.1, as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a11.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, at its sole cost, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, and the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, select and employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the ClaimClaims. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, and (yB) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a11.3(b), give notice to the Claiming Party of its election to assume the defense of the Proceeding, and any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b11.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations negotiations, or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party (a “Third Party Claim, ”) and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding Third Party Claim is brought by a third party against a Claiming Party made and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a7.5(a), then the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Third Party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Third Party Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-third party Proceeding legal proceeding and the Responding Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (iSections 7.5(b)(i) through 7.5(b)(iii) become unsatisfied, (iii) of Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled the Claiming Party and Responding Party have significantly divergent interests, (iv) the named parties to indemnification from such Third Party Claim include both the Responding Party under this Agreementand the Claiming Party and the Claiming Party has defenses available to it that are unavailable to the Responding Party, or (v) such Third Party Claim seeks injunctive relief, specific performance, or other equitable relief from, or seeks to impose any criminal penalty, fine or sanction on, the Claiming Party, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the such Third Party Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-party such Third Party Claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party such Third Party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the third-party such Third Party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a8.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full.. ​ ​ COMMON TERMS AND CONDITIONS ​ 10.1.docx Page 35 of 42 (4.21.21 - 22:03) ​ ​ ​ (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to this Section 9.3(a8.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b8.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a8.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to this Section 9.3(a8.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b8.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Promptly after any Party (the “Claiming Party”) believes that it has a claim entitled to Claim for indemnification from the other against another Party (the “Responding Party”) as provided in Section 9.1 as a resultresult of a pending or threatened Claim by a third party (a “Third Party Claim”), then the Claiming Party shall promptly notify the Responding Party of such Third Party Claim and specify in writing of such notice, in reasonable detail, each individual Loss subject to indemnification hereunder, the basis for the Claim setting forth any alleged indemnification obligation related to each such Loss (including, the nature of the misrepresentation, breach of warranty, breach of covenant or indemnification Claim in reasonable detailon which such Claim for indemnification is based) and the computation of the amount of indemnification to which such Claiming Party claims to be entitled hereunder. The Claiming Party shall enclose with such notice a copy of all papers served with respect to such Third Party Claim, if any, and any other material documents in the possession or under the control of such Claiming Party relating to such Third Party Claim. Any failure of the a Claiming Party to so notify the a Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Third Party Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding is brought Within thirty (30) days following receipt by a third party against Responding Party of a notice from a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a10.7(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, shall be entitled to assume the defense or prosecution of the Proceedingsuch Third Party Claim, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake such defense and acknowledges in writing its obligation to indemnify the defenseClaiming Party for Losses related to such Third Party Claim or compromise, settlement or defense thereof, (ii) the Responding Party conducts the defense of the third-party Third Party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, ; provided that the Claiming Party may not file any papers or 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 Responding Party. The fees and expenses of any counsel retained by the Claiming Party shall pay be paid by such Claiming Party; provided, however, that if the fees Responding Party determines in good faith that there exists a conflict in interest that would make it inappropriate for the same counsel to represent both the Claiming Party and expenses the Responding Party, then the Claiming Party shall be entitled to retain a single firm to serve as its own counsel, at the expense of its counselthe Responding Party. The Claiming Party shall shall, at the cost and expense of the Responding Party, fully cooperate with the Responding Party and its counsel in the defense or compromise prosecution of the such Third Party Claim. If the The Responding Party assumes the defense of a Proceeding, no may compromise or settlement of the Claims may be effected by the Responding settle any such Third Party Claim without the Claiming Party’s written consent; provided, however, that the prior written consent unless of the Claiming Party shall be required with respect to any such compromise or settlement if (xA) there is no finding the Claiming Party or admission any of its Affiliates would be required to pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement contains any sanction or restriction that would adversely affect the conduct of any violation of Law or any violation business of the rights Claiming Party or its Affiliates in any material respect, or (C) such compromise or settlement does not fully and unconditionally release the Claiming Party with respect to such Third Party Claim. The Responding Party will not be obligated to indemnify the Claiming Party hereunder for any settlement or compromise of any Person and no effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that Third Party Claim entered into without the Responding Party pays in fullParty’s prior written consent. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.7(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreementare not satisfied, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise defense or settlement prosecution of such Third Party Claim with counsel reasonably satisfactory to the ClaimResponding Party; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-party such Third Party Claim (including reasonable attorneys’ fees and expensesexpenses of a single firm) and will shall remain otherwise responsible for any liability indemnifiable Losses with respect to amounts arising from or related to the third-party such Third Party Claim, in both cases cases, to the extent it is ultimately determined that the such Responding Party is liable obligated to indemnify the Claiming Party with respect to the third-party such Third Party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, any Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a)10.7, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.7(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, either Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a)10.6, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.6(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement or the Software and Intellectual Property License Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. (d) For purposes of this Section 10.6, Seller shall be deemed to have assumed the defense of the Claim described in Section 10.1(a)(vii).

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, any Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a), 10.7 the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.7(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a8.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full.. ​ COMMON TERMS AND CONDITIONS ​ ​ ​ 10.2 Page 35 of 42 (4.21.21 - 21:54) ​ (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to this Section 9.3(a8.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b8.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “"Claiming Party”") believes it has a claim entitled to indemnification from Claim against the other Party (the “"Responding Party”") as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability Liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)9.5, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayParty, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Claiming Party. Notwithstanding the preceding sentence, to the extent that the Claiming Party shall pay incurs fees and expenses because of the Claiming Party's good faith determination that it must engage separate counsel because of a conflict of interest under Section 9.5(b)(iii), the fees and expenses of its counselsuch separate counsel shall be paid by the Responding Party pursuant to Section 9.5(c). The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its their respective counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s 's consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no adverse effect on any other Claims that may be made against the Claiming Party, Party and (y) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s 's notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b9.5(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the such Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim (including reasonable attorneys’ ' fees and expenses) and will shall remain otherwise responsible for any liability Liability with respect to amounts arising from or related to the such third-party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in Section 9.1 pursuant to and subject to this Article X as a result, then the Claiming Party shall promptly, but in no event later than 15 days after becoming subject to such pending or threatened third party Claim, (i) notify the Responding Party in writing of writing, describing in reasonable detail (A) the basis for the Claim setting forth such third party Claim, (B) the nature of the third party Claim, (C) the Claiming Party’s best estimate of the amount of Losses attributable to the third party Claim in reasonable detailand (D) the basis of the Claiming Party’s request for indemnification under this Agreement, and (ii) provide a copy of all papers served with respect to such third party Claim (if any). The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability Liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding Claim is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a10.6(a), the Responding Party may shall be entitled to participate in the Proceeding defense of such Claim and, to the extent that it wishes, to assume the defense of the Proceedingdefense, if (i) the Responding Party provides written notice to the Claiming Party within sixty (60) days of its receipt of the Claiming Party’s notice that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the such defense of the third-party Claim actively by counsel chosen by it and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or . So long as the Claiming Party has or its counsel does not determined in good faith that joint representation would be inappropriate because impair or interfere with the defense of a conflict of interest. The such Claim, the Claiming Party may, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its their respective counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a ProceedingClaim, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent (which is not to be unreasonably withheld, conditioned or delayed) unless (x) 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 Claiming Party, and (y) the sole relief provided is monetary damages that are paid in full by the Responding Party, and such compromise or settlement includes the granting by each claimant or plaintiff to each Claiming Party pays of an unconditional release from all liability in full.respect of such third party Claim. Notwithstanding anything to the contrary contained in this Section 10.6(b), the Responding Party’s defense of any Claim or proceeding shall not constitute an admission that such Responding Party has any indemnity obligations pursuant to this Article X. (c) If notice is given to the Responding Party of the commencement of any third-party Proceeding Claim and the Responding Party does not, within 14 sixty (60) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, such Claim then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement defense of the such Claim; provided, however, that the Responding Party (x) shall reimburse the Claiming Party for the Losses associated with costs of defending against the third-such third party Claim (including reasonable attorneys’ fees and expenses) and will (y) shall remain otherwise responsible for any liability with respect to amounts arising from or related to the third-such third party Claim, in both cases each case, to the extent it is ultimately determined that the such Responding Party is liable with respect to the third-such third party Claim for a breach under this Agreement. , but subject in all cases to the limits on Responding Party’s liability under Section 10.2 and otherwise in Article X. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense. The Claiming Party and the Responding Party shall fully cooperate with each other and their respective counsel in the defense or compromise of such Claim. No compromise or settlement of any such Claims may be effected by Buyer if it is the Claiming Party without Seller’s consent (which is not to be unreasonably withheld, conditioned or delayed). (d) Section 10.6(a) through (c) apply only to indemnification relating to third-party Claims. A Party may assert an indemnity Claim not related to a third-party Claim by providing notice to the other Party within the applicable time periods set forth in Section 10.2(a).

Procedure with Respect to Third-Party Claims. (a) If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third-Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is threatened with or becomes subject obligated to a third party Claimprovide indemnification under this Agreement, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Indemnified Party shall notify give the Responding Indemnifying Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detailprompt written notice thereof. The failure of the Claiming Party to so notify the Responding Party will give such prompt written notice shall not itself, however, relieve the Responding Indemnifying Party of liability hereunder its indemnification obligations for which it would otherwise be liable, except and only to the extent that the Indemnifying Party forfeits rights or defenses or otherwise prejudices the defense of the Claim is prejudiced such claim by reason of such failure. Such notice by the failure to give Indemnified Party shall describe the noticeThird-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (b) If any Proceeding is brought The Indemnifying Party shall have the right to participate in, or by a third party against a Claiming Party and the Claiming Party gives giving written notice to the Responding Party pursuant to Section 9.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishesIndemnified Party, to assume the defense of any Third-Party Claim at the ProceedingIndemnifying Party’s expense and by the Indemnifying Party’s own counsel, if (i) and the Responding Indemnified Party provides written notice to shall cooperate in good faith in such defense. In the Claiming Party event that the Responding Indemnifying Party intends to undertake the defense, (ii) the Responding Party conducts assumes the defense of any Third-Party Claim, subject to Section 9.6(c), it shall have the thirdright to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-party Party Claim actively in the name and diligently with counsel reasonably satisfactory to on behalf of the Claiming Indemnified Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Indemnified Party mayshall have the right, in at its sole discretionown cost and expense, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.6(c), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Notwithstanding anything to the contrary contained in this Article IX, the Seller and the Claiming Shareholders (a "Seller Indemnitor") shall not have the option to assume the defense of any such Third-Party shall pay Claim (i) which seeks any remedy other than monetary damages, (ii) which Thirty-Party Claim, or the fees and expenses assumption by the Seller Indemnitor of the defense of which Third-Party Claim, Buyer Indemnitee reasonably determines (A) would adversely affect P:01274586-13:86B79.003 71 I\14146902.20 the continuing business operations of Buyer Indemnitee or any of its counsel. The Claiming Affiliates or their relationships with customers, clients, suppliers or other third parties with whom Buyer Indemnitee or any of its Affiliates has a material business relationship or (B) is a Third-Party Claim involving a criminal matter or Litigation in which the third party is a Governmental Authority or (iii) which claim is covered by the R&W Insurance Policy and the Losses arising from or relating to such Third-Party Claim are in excess (or are reasonably likely to be in excess) of the retention under such R&W Insurance Policy; provided that in each such case, Buyer Indemnitee shall cooperate with have the Responding Party right to control the defense of such matter and its counsel the Seller Indemnitor shall have the right to participate in the defense or compromise of such matter at the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming PartySeller Indemnitor’s consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person own cost and no effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in fullexpense). (c) If notice is given to the Responding The Indemnifying Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuant to Section 9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would shall be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon notice to the Responding Party) undertake the defense, compromise or enter into settlement of the Claimany Third-Party Claim at its sole but reasonable discretion; provided, however, that such settlement shall not include any admission of liability or misconduct on the Responding part of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall reimburse not be unreasonably withheld or delayed). If the Claiming Indemnified Party for has assumed the Losses associated with defending against defense pursuant to Section 9.6(b), it shall be entitled to enter into settlement of any Third-Party Claim at its sole but reasonable discretion and further seek indemnification from the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related Indemnifying Party pursuant to the thirdterms of this Agreement. (d) Regardless of which party assumes the defense of such matter, the parties shall cooperate with one another in connection therewith. Such cooperation shall include making available all non-party Claim, in both cases privileged Business Records and other documents and materials that are relevant to the extent it is ultimately determined that the Responding Party is liable with respect defense of such matter and making employees, officers and advisors available to the third-party Claim for provide additional information or to act as a breach under this Agreement. The Responding Party may elect witness or respond to participate in the Proceedings, negotiations or defense at any time at its own expenselegal process.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is actually prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)9.4, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not reasonably determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party mayParty, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and and, except where there is a conflict of interest that makes it inappropriate for the same counsel to represent both the Claiming Party shall pay and the Responding Party, the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its their respective counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceeding, no No compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no adverse effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that are paid in full by the Responding Party, and (z) the third party who brought the Claim against the Claiming Party pays in fullexecutes a full release of such Claim with respect to the Claiming Party and its Affiliates. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give written notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, any of (ii) the conditions set forth in clauses clause (iii) through of Section 9.4(b) above become unsatisfied, or (iii) of Section 9.3(b) above become unsatisfied or a the Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon written notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases including fees and expenses of counsel, to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach claim under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after the Closing, any Acquired Company) becomes subject to a pending Claim or Claim threatened in writing by a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against another Party (the “Responding Party”) as provided in Section 9.1 under this Article X as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)10.6, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 thirty (30) days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.6(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the such Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach under this AgreementAgreement and the Claiming Party may not settle such Claim without the consent of the Responding Party not to be unreasonably withheld. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (ai) If a Party is threatened with or becomes subject to a third party Claim, and such Party (As promptly as reasonably practicable after the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing commencement of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice. (b) If any Proceeding is brought legal proceeding by a third party against any STC Indemnified Party or CTC Indemnified Party, as appropriate (for purposes of this Section 4.4(e), the “Indemnified Party”), which could give rise to a Claiming claim for indemnification under Section 4.4, the Indemnified Party and the Claiming Party gives notice shall give a Claim Notice to the Responding Indemnifying Party pursuant to Section 9.3(a4.4(d). Thereafter, the Responding Indemnified Party may shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the legal proceeding. The Indemnifying Party shall then be entitled to participate in the Proceeding such legal proceeding and, to the extent that it wishesshall wish, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently thereof with counsel reasonably satisfactory to such Indemnified Party and, after notice from the Claiming Party, and (iii) if the Responding Indemnifying Party is a party to the Proceeding, the Responding such Indemnified Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and election so to participate in assume the defense thereof, and the Claiming Indemnifying Party shall pay the not be liable to such Indemnified Party under Section 4.4 for any fees and expenses of its counsel. The Claiming other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party shall cooperate in connection with the Responding Party and its counsel in the defense or compromise of the Claim. thereof. (ii) If the Responding an Indemnifying Party assumes the defense of such a Proceeding, (a) no compromise or settlement of the Claims thereof may be effected by the Responding Indemnifying Party without the Claiming Indemnified Party’s consent (which shall not be unreasonably withheld) unless (xi) there is no finding or admission of any violation of Law or any violation of the rights of any Person person by, and no effect on any other Claims claims that may be made against against, the Claiming Party, Indemnified Party and (yii) the sole relief provided is monetary damages that are paid by the Responding Indemnifying Party pays and (b) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If the Indemnifying Party chooses to defend any legal proceeding, the Parties hereto shall cooperate in fullthe defense or prosecution of such legal proceeding. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ciii) If the Indemnified Party gives the Indemnifying Party written notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Indemnifying Party does not, within 14 30 days after the Claiming Indemnified Party’s notice is given pursuant to Section 9.3(a)given, give written notice to the Claiming Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such proceeding or any compromise or settlement thereof effected by the Indemnified Party. (iv) Notwithstanding the foregoing provisions of this Section 4.4(e), if an Indemnified Party provides the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b) above become unsatisfied or a Claiming Indemnifying Party determines in good faith with evidence that there is a reasonable probability that a Proceeding an action may materially and adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification from the Responding damages, such Indemnified Party under this Agreementmay, then the Claiming Party may (upon by written notice to the Responding Indemnifying Party) undertake , assume the defenseexclusive right to defend, compromise or settlement of settle such action, but the Claim; provided, however, that the Responding Indemnifying Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any have no liability with respect to amounts arising from a judgment entered in any action so defended, or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations compromise or defense at any time at settlement thereof entered into without its own expenseconsent.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, Newington Energy) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)10.7, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayshall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (xA) 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 Claiming Party, Party and (yB) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.7(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the such Claim; provided, however, provided that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.

Procedure with Respect to Third-Party Claims. (a) If a any Party is threatened with (or as to Buyer after Closing, any Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice. (b) If any Proceeding proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.3(a)10.6, the Responding Party may shall be entitled to participate in the Proceeding such proceeding and, to the extent that it wishes, to assume the defense of the Proceedingsuch proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the such defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, Party and (iii) if the Responding Party is a party to the Proceedingproceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of in interest. The Claiming Party mayParty, in its sole discretion, shall have the right to employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counselsuch counsel shall be paid by such Claiming Party. The Claiming Party shall cooperate with and the Responding Party shall fully cooperate with each other and its counsel in the defense or compromise of the such Claim. If the Responding Party assumes the defense of a Proceedingproceeding, no compromise or settlement of the such Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no adverse effect on any other Claims that may be made against the Claiming Party, Party and (y) the sole relief provided is monetary damages that are paid in full by the Responding Party pays in fullParty. (c) If (i) notice is given to the Responding Party of the commencement of any third-party Proceeding legal proceeding and the Responding Party does not, within 14 30 days after the Claiming Party’s notice is given pursuant to Section 9.3(a)given, give notice to the Claiming Party of its election to assume the defense of the Proceedingsuch legal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 9.3(b10.6(b) above become unsatisfied or (iii) a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may shall (upon notice to the Responding Party) have the right to undertake the defense, compromise or settlement of the Claimsuch claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with costs of defending against the such third-party Claim claim (including reasonable attorneys’ fees and expenses) and will shall remain otherwise responsible for any liability with respect to amounts arising from or related to the such third-party Claimclaim, in both cases to the extent it is ultimately determined that the such Responding Party is liable with respect to the such third-party Claim claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedingssuch legal proceedings, negotiations or defense at any time at its own expense.