Common use of PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS) Clause in Contracts

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) Business Days after receipt by such Indemnified Person of actual notice of such Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentence. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure. All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) 10 Business Days after receipt by such Indemnified Person of actual written notice of such the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentencethereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereofthereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 8.5 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against Seller as to which Seller is entitled to seek indemnification under this Article X and Seller concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend Seller from such Third-Party Claim, Seller may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure). All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In ------------------------------------------------------------------ order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) 10 Business Days after receipt by such Indemnified Person of actual written notice of such the Third-Party Claim; PROVIDEDprovided, HOWEVERhowever, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentencethereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereofthereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 8.5 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure). All Tax Claims (as defined in Section 10.79.6) shall be governed by Section 10.79.6.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an a party (the "Indemnified Person Party") to be entitled to any indemnification provided for under this Agreement (other than for in respect of a Tax ClaimsClaim) in respect of, arising out of or involving a claim or demand made by any Person person, firm, Governmental Authority or corporation against the Indemnified Person Party (a "Third-Third Party Claim"), such the Indemnified Person Party must notify the other party (the "Indemnifying Person Party") in writing, and in reasonable detail, of the Third-Third Party Claim promptly, and in all events within ten (10) Business Days after receipt by such Indemnified Person Party of actual written notice of such Third-the Third Party Claim; PROVIDEDprovided that, HOWEVER, that failure to give such notification shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall Party will have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Person shall Party will deliver to the Indemnifying PersonParty, within five (5) Business Days after the Indemnified PersonParty's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person Party relating to the Third-Third Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Third Party Claim is made against an Indemnified PersonParty, the Indemnifying Person Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person Party and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall actionParty. Should the Indemnifying Person Party so elect to assume the defense of a Third-Third Party Claim, the Indemnifying Person Party will not be liable to the Indemnified Person Party for legal fees and expenses subsequently incurred by the Indemnified Person Party in connection with the defense thereof except to the extent set forth in the preceding sentencethereof. If the Indemnifying Person Party assumes such defense, the Indemnified Person shall Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty, it being understood that the Indemnifying Person shall Party will control such defense. The Indemnifying Person shall Party will be liable for the fees and expenses of counsel employed by the Indemnified Person Party for any period during which the Indemnifying Person Party has not assumed the defense thereofthereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Person Party chooses to defend or prosecute any Third-Third Party Claim, all the parties hereto shall will cooperate in the defense or prosecution thereof. Such cooperation shall will include the retention and (upon the Indemnifying PersonParty's request) the provision to the Indemnifying Person Party of records and information which that are reasonably relevant to such Third-Third Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall Party will have assumed the defense of a Third-Third Party Claim, (i) the Indemnified Person shall Party will not admit any liability with respect to, or settle, compromise or discharge, such Third-Third Party Claim without the Indemnifying PersonParty's prior written consent (which consent shall will not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failurewithheld). All Tax Claims (as defined in Section 10.7) shall will be governed by Section 10.711.6 below.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) 10 Business Days after receipt by such Indemnified Person of actual written notice of such the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentencethereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereofthereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against either Seller as to which MagneTek is entitled to seek indemnification under this Article X and MagneTek concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend MagneTek from such Third-Party Claim, MagneTek may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure). All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "“Third-Party Claim"”), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) 10 Business Days after receipt by such Indemnified Person of actual written notice of such the Third-Party Claim; PROVIDEDprovided, HOWEVERhowever, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentencethereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereofthereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's ’s request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 8.5 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's ’s prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure). All Tax Claims (as defined in Section 10.79.6) shall be governed by Section 10.79.6.

PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) 10 Business Days after receipt by such Indemnified Person of actual written notice of such the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, . It is hereby acknowledged that failure to provide such notices and documents shall not affect MagneTek has received notice of the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failureDublin Road Dispute. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentence. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure. All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7.the