Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notw...

Procedures for Third Party Claims. The Parties shall follow the applicable procedures set forth in Section 6.3(d) of the Separation Agreement with respect to any indemnified claims.

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Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against any Section 10 Indemnitee which, if sustained, would result in a Section 10 Deficiency, such Section 10 Indemnitee, within a reasonable time after learning of such claim, shall notify DVL of such claim, and if such Section 10 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 Indemnitee shall extend to DVL a reasonable opportunity to defend against such claim, at DVL's sole expense and through legal counsel reasonably acceptable to such Section 10 Indemnitee, provided that DVL proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 10, but shall give Buyer and DVL the right to offset against any indemnity payments made by them hereunder the actual damages caused to them as a result of such failure. Such Section 10 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL with legal counsel of such Section 10 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 Deficiency may be made by DVL without the prior written consent of such Section 10 Indemnitee unless (A) prior to such settlement or compromise DVL acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 Indemnitee is furnished with reasonably satisfactory evidence and security that DVL will in fact pay such amount and expenses.

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Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or

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Procedures for Third Party Claims. Notwithstanding any provision to the contrary, the indemnification obligations set forth in this SECTION 12.1 for Losses arising out of, under or in connection with Third Party claims, actions or causes of action will not apply unless the Party claiming indemnification: (i) promptly notifies the other Party of any matters to which the indemnity may apply and of which the notifying Party has knowledge in order to allow the indemnitor an opportunity to investigate and defend the matter; provided that the failure to so notify will only relieve the indemnitor of its obligations if and to the extent that the indemnitor is prejudiced thereby; and (ii) gives the other Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided that the indemnitee will have the right to participate in any legal proceeding or audit to contest and defend a claim for indemnification involving a Third Party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense. If the indemnitor fails to promptly assume the defense of the claim, the Party entitled to indemnification may assume the defense at the indemnitor's cost and expense. The indemnitor will not be responsible or liable for any settlement or compromise made without its consent, unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of the indemnitor.

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Procedures for Third Party Claims. The following procedures shall apply to all matters or circumstances that may result in Damages by reason of a Claim brought by a third party against the Claiming Party, but not including Claims for Taxes, which are governed by Section 8.02, including, but not limited to a Claim that may be asserted by a Governmental Authority, (a “Third Party Claim,” provided that the term “Third Party Claim” shall include a Claim that may be asserted by an employee of a Party, the Company or their respective Affiliates).

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Procedures for Third Party Claims. (a) If any Indemnitee receives notice of assertion or commencement of any Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice (but in no event later than 30 days after becoming aware of such Third Party Claim) thereof and such notice shall include a reasonable description of the claim based on the facts known at the time and any documents relating to the claim and an estimate of the Indemnifiable Loss and shall reference the specific sections of this Agreement that form the basis of such claim to the extent reasonably ascertainable; provided , that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent that) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnitor, within five Business Days after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof with counsel selected by the

Procedures for Third Party Claims. Section 8.4 Procedures for Inter-Party Claims ........ 28

Procedures for Third Party Claims. Regarding third party indeminification -- Details regarding transition strategy are proprietary and section severed per s.18.1

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