Common use of Procedures Relating to Third Party Claims Clause in Contracts

Procedures Relating to Third Party Claims. (a) In order for an indemnified party to be entitled to any indemnification provided for under this Article V arising from, by reason of, or otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the indemnified party (a "Third Party Claim"), the indemnified party must send reasonably prompt notice to the indemnifying parties in writing of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party 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 parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim.

Procedures Relating to Third Party Claims. (a) In order for an indemnified a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party Indemnified Party (a "Third Party Claim"), the indemnified party such Indemnified Party must send reasonably prompt notice to notify the indemnifying parties party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties party shall have been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five 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 Third Party Claim. If a Third Party Claim is made against the indemnified partyan Indemnified Party, the indemnifying parties shall party will be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation upon notice to indemnify the indemnified party therefor, Indemnified Party to assume the defense thereof with counsel selected by provided that (i) the indemnifying parties acting together, provided that such party's counsel is reasonably acceptable satisfactory to the indemnified party. Should Indemnified Party and (ii) the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection thereafter consult with the defense thereofIndemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying parties assume party assumes such defense, the indemnified party Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defenseparty. The indemnifying parties party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying parties have failed party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense thereof (as well as during of a Third Party Claim, the period prior indemnifying party will not be liable to the time Indemnified Party for any legal expenses subsequently incurred by the indemnified Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have given notice assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim as provided above)without the indemnifying party's prior written consent. Regardless Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of which party shall assume written notice from the defense of such claim, each party shall provide to Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the other parties, upon such other parties' written request, reasonable access during normal business hours to amount thereof and the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimindemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party a Party (the "Indemnified Party") to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party Indemnified Party (a "Third Party Claim"), the indemnified party such Indemnified Party must send reasonably prompt notice to notify the indemnifying parties Party in writing of the Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties Party shall have been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying Party, within five 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 Third Party Claim. If a Third Party Claim is made against the indemnified partyan Indemnified Party, the indemnifying parties shall Party will be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation upon notice to indemnify the indemnified party therefor, Indemnified Party to assume the defense thereof with counsel selected by provided that the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection thereafter consult with the defense thereofIndemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying parties assume Party assumes such defense, the indemnified party Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defenseParty. The indemnifying parties Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying parties have failed Party has not assumed the defense thereof. Should the indemnifying Party so elect to assume the defense thereof (as well as during of a Third Party Claim, the period prior indemnifying Party will not be liable to the time Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. Whether or not the indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying Party's request) the provision to the indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying Party shall have given notice assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim as provided above)without the indemnifying Party's prior written consent. Regardless Any payment pursuant to this Section 8.4 shall be made not later than 15 days after receipt by the indemnifying Party of which party shall assume written notice from the defense of such claim, each party shall provide to Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the other parties, upon such other parties' written request, reasonable access during normal business hours to amount thereof and the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimindemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for an indemnified If any party to be or other Person entitled to any indemnification provided for under this Article V arising fromVIII (an “Indemnified Party”) receives written notice of the commencement of any Legal Proceeding or the assertion of any Claim by a third party or the imposition of any penalty or assessment by a Governmental Entity or other Person for which indemnity may be sought under Section 8.01, by reason of, Section 8.02 or otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the indemnified party Section 8.03 (a "“Third Party Claim"”), the indemnified Indemnified Party shall promptly provide the party must send reasonably prompt who is obligated to indemnify it (the “Indemnifying Party”) with written notice to the indemnifying parties in writing of the such Third Party Claim, including stating in reasonable detail the nature nature, basis and basis of such claim the amount thereof, to the extent known known, which notice shall be accompanied by copies of the relevant notices and documents (including court papers) received by the indemnified party (the "Indemnification Notice")Indemnified Party that evidence or relate to such Third Party Claim; provided, however, that the failure of the Indemnified Party to give such notification prompt notice to the Indemnifying Party shall not affect the indemnification provided hereunder right of the Indemnified Party to be indemnified in respect of such Third Party Claim or related Losses, except to the extent that the indemnifying parties have been Indemnifying Party is actually and materially and actually prejudiced as a result of such failurethe failure to give prompt notice. If a Third The Indemnifying Party Claim is made against shall have the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, right to assume the defense thereof of any Third Party Claim at its sole expense with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should Indemnified Party by written notice of assumption delivered to the indemnifying parties so elect Indemnified Party within 20 days following the receipt of the written notice of the Third Party Claim referred to above; provided, however, that if, (i) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (iii) in the reasonable judgment of the Indemnified Party, there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim; or (iv) upon petition by the Indemnified Party, a court of competent jurisdiction issues a final, non-appealable Order that the Indemnifying Party failed or is failing to prosecute or defend such Third Party Claim with reasonable diligence given the circumstances, (A) the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim, (B) the indemnifying parties defense thereof shall be conducted by the Indemnified Party with qualified counsel selected by the Indemnified Party and reasonably acceptable to the Indemnifying Party and (C) without limiting the Indemnifying Party’s other indemnification obligations under this Article VIII, the Indemnifying Party shall be liable to the Indemnified Party for the reasonable and actual legal expenses incurred by the Indemnified Party in the conduct of the defense thereof (subject to the limitations set forth in Section 8.05). If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) the Indemnifying Party shall not be liable to the indemnified party Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with therewith except as otherwise set forth herein, (ii) the defense thereof. If Indemnified Party may retain separate counsel reasonably acceptable to the indemnifying parties assume such defense, the indemnified party shall have the right to Indemnifying Party at its sole cost and expense and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above(but the Indemnifying Party shall control such defense). Regardless ; provided, that the Indemnifying Party shall be responsible for the reasonable and actual legal expenses of which party separate counsel engaged by the Indemnified Party if (A) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (B) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to the applicable Third Party Claim or (C) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such claimThird Party Claim in accordance with this Section 8.04(a), each party shall provide (iii) the Indemnifying Party will not (A) admit to any wrongdoing or (B) consent to the other parties, upon such other parties' written request, reasonable access during normal business hours entry of any judgment or enter into any settlement with respect to the booksThird Party Claim on the part of the Indemnified Party, in each case, without the prior written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or delayed) and (iv) the Indemnified Party shall reasonably cooperate in the defense or prosecution of the Third Party Claim, including through the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and personnel in their possession information that are reasonably relevant to the Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not, except with the written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or under their control which are reasonable necessary delayed), enter into any settlement, compromise or discharge of a Third Party Claim unless such settlement, compromise or discharge (I) includes as an unconditional term thereof a complete release of the Indemnified Party and its Affiliates from all liability with respect to verify such claimThird Party Claim, (II) does not require the Indemnified Party or its Affiliates to admit to any wrongdoing and (III) does not impose any equitable or injunctive relief on the Indemnified Party or its Affiliates. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge, the Third Party Claim without the prior written consent of the Indemnifying Party. For the avoidance of doubt, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the prior written consent of the Indemnifying Party.

Procedures Relating to Third Party Claims. (a) In order for an indemnified If any party to be or other Person entitled to any indemnification provided for under this Article V arising fromX (an “Indemnified Party”) receives written notice of the commencement of any Legal Proceeding or the assertion of any Claim by a third party or the imposition of any penalty or assessment by a Governmental Authority or other Person for which indemnity may be sought under Section 10.01, by reason ofSection 10.02, Section 10.03 or otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the indemnified party Section 10.04 (a "“Third Party Claim"”), the indemnified Indemnified Party shall promptly provide the party must send reasonably prompt who is obligated to indemnify it (the “Indemnifying Party”) with written notice to the indemnifying parties in writing of the such Third Party Claim, including stating in reasonable detail the nature nature, basis and basis of such claim the amount thereof, to the extent known known, which notice shall be accompanied by copies of the relevant notices and documents (including court papers) received by the indemnified party (the "Indemnification Notice")Indemnified Party that evidence or relate to such Third Party Claim; provided, however, that the failure of the Indemnified Party to give such notification prompt notice to the Indemnifying Party shall not affect the indemnification provided hereunder right of the Indemnified Party to be indemnified in respect of such Third Party Claim or related Losses, except to the extent that the indemnifying parties have been Indemnifying Party is actually and materially and actually prejudiced as a result of such failurethe failure to give prompt notice. If a Third The Indemnifying Party Claim is made against shall have the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, right to assume the defense thereof of any Third Party Claim with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should Indemnified Party by written notice of assumption delivered to the indemnifying parties so elect Indemnified Party within 30 days following the receipt of the written notice of the Third Party Claim referred to above; provided, however, that if, in the reasonable judgment of the Indemnified Party, there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim that would make the assumption of such Third Party Claim inappropriate or inadvisable, (i) the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim, (ii) the indemnifying parties defense thereof shall be conducted by the Indemnified Party with counsel reasonably acceptable to the Indemnifying Party and (iii) the Indemnifying Party shall be liable to the Indemnified Party for the reasonable and actual legal expenses incurred by the Indemnified Party in the conduct of the defense thereof (subject to the limitations set forth in Section 10.06). If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) the Indemnifying Party shall not be liable to the indemnified party Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with therewith, (ii) the defense thereof. If Indemnified Party may retain separate counsel reasonably acceptable to the indemnifying parties assume such defense, the indemnified party shall have the right to Indemnifying Party at its sole cost and expense and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as (but the Indemnifying Party shall control such defense), (iii) the Indemnifying Party will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on the part of the Indemnified Party, in each case, without the prior written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or delayed) and (iv) the Indemnified Party shall cooperate in the defense or prosecution of the Third Party Claim, including through the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to the Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided above)hereunder. Regardless of which party shall assume If the Indemnifying Party assumes the defense of such claima Third Party Claim, each party the Indemnified Party shall provide consent to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may propose and that (i) includes as an unconditional term thereof a complete release of the Indemnified Party and its Affiliates from the Third Party Claim, (ii) does not require the Indemnified Party or its Affiliates to admit to any wrongdoing and (iii) does not impose any equitable relief on the Indemnified Party or its Affiliates that could reasonably be expected to affect the conduct of their business activities in any material respect. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or consent to the other partiesentry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge, upon such other parties' the Third Party Claim without the prior written requestconsent of the Indemnifying Party. For the avoidance of doubt, reasonable access during normal business hours whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not be obligated to indemnify the books, records and personnel in their possession Indemnified Party hereunder for any settlement entered into or under their control which are reasonable necessary any judgment that was consented to verify such claimwithout the prior written consent of the Indemnifying Party.

Procedures Relating to Third Party Claims. A party seeking indemnification pursuant to Section 8.1 or 8.2 (aan "Indemnified Party") In order for an indemnified shall give prompt notice to the party to be entitled to from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Article V arising fromclaim or assessment, or the commencement of any action, suit or proceeding, by reason of, or otherwise a third party in connection with an asserted or unasserted claim or demand made or respect of which might indemnity may be made by any Person against the indemnified party sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the indemnified party must send reasonably prompt notice Indemnifying Party of any liability hereunder (except to the indemnifying parties extent the Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall have been advised in writing of by counsel that a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim, including the nature and basis of in which case such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Indemnified Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have the right to participate in control the defense thereof of such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the indemnifying partiesIndemnifying Party from time to time upon demand of the Indemnified Party. In addition, it being understood that if the indemnifying parties Indemnifying Party fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall control such defense. The indemnifying parties shall be liable for have the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed right to assume control of the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon the demand of the Indemnified Party. Regardless In no event may any Indemnifying Party settle or compromise any Third Party Claim without the prior written consent of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claiman Indemnified Party.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party An Indemnified Party seeking indemnification pursuant to be entitled Section 10 shall give prompt notice to the Indemnifying Party from whom such indemnification is sought of the assertion of any indemnification provided for under this Article V arising fromclaim or assessment, or the commencement of any action, suit or proceeding, by reason of, or otherwise a third party (including any holder of securities of the Corporation) in connection with an asserted or unasserted claim or demand made or respect of which might indemnity may be made by any Person against the indemnified party sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, the indemnified party must send reasonably prompt notice to the indemnifying parties in writing of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying parties Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been materially and actually prejudiced as a result the right, exercisable by written notice to the Indemnified Party within 14 days of such failure. If a receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party thereforClaim, to assume the defense thereof with of such Third Party Claim, using counsel selected by the indemnifying parties acting together, provided that such counsel is Indemnifying Party and reasonably acceptable to the indemnified party. Should Indemnified Party; provided, that the indemnifying parties so elect Indemnifying Party shall not have the right to assume the defense of a Third Party ClaimClaim if the Indemnified Party shall have determined in its reasonable discretion that a conflict may arise in the event the Third Party Claim involves both the Indemnified Party and the Indemnifying Party, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume which case such defense, the indemnified party Indemnified Party shall have the right to participate in control the defense thereof and to employ counsel, at its own expense, separate from the of such Third Party Claim using counsel employed selected by the indemnifying parties, it being understood that Indemnified Party and the indemnifying parties Indemnifying Party shall control such defense. The indemnifying parties shall be liable reimburse the Indemnified Party for the its reasonable legal and other fees and expenses (including the cost of counsel employed by any investigation and preparation) incurred in connection therewith promptly as such expenses are incurred. In addition, if the indemnified party for any period during which Indemnifying Party fails to give the indemnifying parties Indemnified Party the notice complying with the provisions stated above within the stated time period, the Indemnified Party shall have failed the right to assume control of the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim. In no event may any Indemnifying Party settle or compromise any Third Party Claim as provided above). Regardless without the prior written consent of an Indemnified Party, which party consent shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimnot be unreasonably withheld.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party Any Indemnified Party proposing to assert the right to be entitled to any indemnification provided for indemnified under this Article V arising fromDistribution Agreement shall, promptly after receipt of notice of commencement of any action by reason of, or otherwise a third party against such Indemnified Party in connection with an asserted or unasserted respect of which a claim or demand made or which might for indemnification is to be made under this Distribution Agreement by any Person an Indemnified Party against the indemnified party Indemnifying Parties (a "Third Party Claim"), notify the indemnified party must send reasonably prompt notice to the indemnifying parties in writing Indemnifying Parties of the commencement of such Third Party Claim, including the nature Claim through written notice describing it with reasonable specificity and basis enclosing a copy of such claim to the extent known by the indemnified party (the "Indemnification Notice")all papers served; provided, however, that the failure so to give such notification notify the Indemnifying Parties shall not affect relieve the indemnification provided hereunder Indemnifying Parties from any liability which they may have under this Distribution Agreement (except to the extent such failure to notify materially prejudices the indemnifying parties have been materially and actually prejudiced as a result of Indemnifying Parties' ability to defend such failureThird Party Claim) or from any liability which the Indemnifying Parties may otherwise have. If a any such Third Party Claim is made brought against any of the indemnified partyIndemnified Parties and such Indemnified Parties notify the Indemnifying Parties of its commencement in accordance herewith, the indemnifying parties Indemnifying Parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party thereforextent that the Indemnifying Parties elect by delivering written notice to such Indemnified Parties promptly after receiving notice of the commencement of the action from the Indemnified Parties, to assume the defense thereof with counsel selected by of the indemnifying parties acting together, provided that such counsel is reasonably acceptable action and after notice from the Indemnifying Parties to the indemnified party. Should the indemnifying parties so elect Indemnified Parties of their election to assume the defense of a any Third Party Claim, the indemnifying parties shall Indemnifying Parties will not be liable to the indemnified party Indemnified Parties for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereofexcept as provided below. If the indemnifying parties Indemnifying Parties assume such the defense, the indemnified party Indemnifying Parties shall have the right to participate settle such action without the consent of the Indemnified Parties; provided, however, that the Indemnifying Parties shall be required to obtain such consent if the settlement includes (i) any admission of wrongdoing on the part of the Indemnified Parties, (ii) any decree or restriction on the Indemnified Parties or (iii) an obligation of the Indemnified Parties to pay any money that is not otherwise indemnified by the Indemnifying Parties; provided further, however, that none of the Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties, consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof and the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action, or (ii) contains obligations other than with respect to the payment of money. The Indemnified Parties shall have the right to employ counseltheir own counsel in any such action, but the fees, expenses and other charges of such counsel shall be at its own expense, separate from the expense of such Indemnified Parties unless (i) the employment of counsel employed by the indemnifying partiesIndemnified Parties has been authorized in writing by the Indemnifying Parties, it being understood that (ii) the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed by the indemnified party for any period during which the indemnifying parties have failed counsel to assume the defense thereof of such action within a reasonable time (not to exceed 10 days) after receiving notice of the commencement of the action from the Indemnified Parties in accordance herewith, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall promptly be paid by each of the Indemnifying Parties as well as during they become due and payable in advance of the period prior to the time the indemnified party shall have given notice final disposition of the Third Party Claim to the fullest extent and in the manner permitted by law; provided, however, that in no event shall any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnified Parties to repay any expenses advanced if it shall ultimately be determined that the Indemnified Parties are not entitled to be indemnified against such expense pursuant to the last sentence of this Section 6.1(b). It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate counsel admitted to practice in such jurisdiction at any one time for all such Indemnified Parties unless (a) the employment of more than one counsel has been authorized in writing by the Indemnifying Parties, (b) any of the Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to other Indemnified Parties, or (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in case of each of which the Indemnifying Parties shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels on the same basis as provided above)in the immediately preceding sentence. Regardless of which party shall assume the defense of such claim, each party shall provide Notwithstanding anything to the other partiescontrary set forth in this Agreement, upon such other parties' the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written request, reasonable access during normal business hours consent and (ii) shall not have any obligation hereunder to any of the Indemnified Parties to the booksextent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, records and personnel in their possession or under their control which are reasonable necessary the Indemnified Parties shall promptly refund to verify the Indemnifying Parties the amount of all such claimexpenses theretofore advanced pursuant hereto.

Procedures Relating to Third Party Claims. A party seeking indemnification pursuant to Section 9.1 or 9.2 (aan "Indemnified Party") In order for an indemnified shall give prompt notice to the party to be entitled to from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Article V arising fromclaim or assessment, or the commencement of any action, suit or proceeding, by reason of, or otherwise a third party in connection with an asserted or unasserted claim or demand made or respect of which might indemnity may be made by any Person against the indemnified party sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the indemnified party must send reasonably prompt notice Indemnifying Party of any liability hereunder (except to the indemnifying parties extent the Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall have been advised in writing of by counsel that a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim, including the nature and basis of in which case such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Indemnified Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have the right to participate in control the defense thereof of such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the indemnifying partiesIndemnifying Party from time to time upon demand of the Indemnified Party. In addition, it being understood that if the indemnifying parties Indemnifying Party fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall control such defense. The indemnifying parties shall be liable for have the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed right to assume control of the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon the demand of the Indemnified Party. Regardless In no event may any Indemnifying Party settle or compromise any Third Party Claim without the prior written consent of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claiman Indemnified Party.

Procedures Relating to Third Party Claims. (other than Tax Claims). (a) In order for an indemnified party Indemnified Party to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person (other than a party hereto) against the indemnified party Indemnified Party (a "Third Third-Party Claim") (other than a Tax Claim, the procedures for which shall be governed by Section 11.3), such Indemnified Party must notify the indemnified party must send reasonably prompt notice to the indemnifying parties Indemnifying Party in writing writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third-Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties Indemnifying Party shall have been materially and actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party unreasonably failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, copies of all material and non-privileged notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. If a Third Third-Party Claim is made against the indemnified partyan Indemnified Party, the indemnifying parties shall Indemnifying Party will be entitled to participate in the defense thereof and, if they it so choose and acknowledge in writing their respective obligation to indemnify the indemnified party thereforchooses, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to Indemnifying Party. If the indemnified party. Should the indemnifying parties so elect Indemnifying Party elects to assume the defense of a Third Third-Party Claim, the indemnifying parties shall Indemnifying Party will not be liable to the indemnified party Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying parties assume Indemnifying Party assumes such defense, the indemnified party Indemnified Party 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 partiesIndemnifying Party, it being understood that the indemnifying parties Indemnifying Party shall control such defense. The indemnifying parties Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying parties have failed to assume Indemnifying Party has not assumed the defense thereof (as well as other than during any period in which the period prior to the time the indemnified party Indemnified Party shall have given failed to give notice of the Third Third-Party Claim as provided above). Regardless If the Indemnifying Party chooses to defend or prosecute a 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 Party's request) the provision to the Indemnifying Party of records and information which party are reasonably relevant to such Third-Party Claim, and making employees available to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim relating to matters for which the Indemnified Party is entitled to indemnification hereunder and involves no admission in respect of or action on the part of the Indemnified Party. Whether or not the Indemnifying Party shall assume have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim, each party shall provide to Third-Party Claim without the other parties, upon such other parties' Indemnifying Party's prior written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimconsent.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party Buyer Indemnitees or Seller Indemnitees, as the case may be, (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party (a "Third Party ClaimTHIRD PARTY CLAIM"), the such indemnified party must send reasonably prompt notice to notify the indemnifying parties party in writing writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties party shall have been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice to the extent such expenses resulted from such failure to give notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five 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 Third Party Claim. If a Third Party Claim is made against the an indemnified party, the indemnifying parties party shall be entitled to participate in the defense thereof and, if they it so choose chooses and acknowledge in writing their respective acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, party; provided that such counsel is reasonably acceptable to the indemnified partyparty does not reasonably object to such counsel. Should the indemnifying parties party so elect to assume the defense of a Third Party Claim, the indemnifying parties party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (provided the indemnifying party does not reasonably object to such counsel, ) at its own expense, separate from the counsel employed by the indemnifying partiesparty, it being understood that the indemnifying parties party shall control such defense. The indemnifying parties party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have party has failed to assume the defense thereof (as well as other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which If the indemnifying party shall so elects to assume the defense of such claimany Third Party Claim, each the indemnified party shall provide cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, indemnifying party of records and personnel in their possession or under their control information which are reasonably relevant to such Third Party Claim, and making employees available on a reasonable necessary basis to verify provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such claimThird Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnifying party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. The indemnification required by Section 6.2(a) or 6.3(a) other than Third Party Claims shall be governed by Section 6.6.

Procedures Relating to Third Party Claims. (i) A party seeking indemnification pursuant to Section 9.02 (a) In order for or 9.02 (b) (an indemnified "Indemnified Party") shall give prompt notice to the party to be entitled to from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Article V arising fromclaim or assessment, or the commencement of any action, suit or other proceeding, by reason of, or otherwise a third party in connection with an asserted or unasserted claim or demand made or respect of which might indemnity may be made by any Person against the indemnified party sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the indemnified party must send reasonably prompt notice Indemnifying Party of any liability hereunder (except to the indemnifying parties extent the Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnified Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall have been advised by counsel that under applicable standards of professional responsibility, a conflict will arise in writing of the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim, including the nature and basis of in which case such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Indemnified Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have the right to participate in control the defense thereof of such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the indemnifying partiesIndemnifying Party from time to time upon demand of the Indemnified Party. In addition, it being understood that if the indemnifying parties Indemnifying Party fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall control such defense. The indemnifying parties shall be liable for have the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed right to assume control of the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon the demand of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimIndemnified Party.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party a Party (the "Indemnified Party") to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party Indemnified Party (a "Third Party Claim"), the indemnified party such Indemnified Party must send reasonably prompt notice to notify the indemnifying parties Party in writing of the Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties Party shall have been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying Party, within five 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 Third Party Claim. If a Third Party Claim is made against the indemnified partyan Indemnified Party, the indemnifying parties shall Party will be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation upon notice to indemnify the indemnified party therefor, Indemnified Party to assume the defense thereof with counsel selected by provided that the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection thereafter consult with the defense thereofIndemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying parties assume Party assumes such defense, the indemnified party Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defenseParty. The indemnifying parties Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying parties have failed Party has not assumed the defense thereof. Should the indemnifying Party so elect to assume the defense thereof (as well as during of a Third Party Claim, the period prior indemnifying Party will not be liable to the time Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. Whether or not the indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying Party's request) the provision to the indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying Party shall have given notice assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim as provided above)without the indemnifying Party's prior written consent. Regardless Any payment pursuant to this Section 9.4 shall be made not later than 15 days after receipt by the indemnifying Party of which party shall assume written notice from the defense of such claim, each party shall provide to Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the other parties, upon such other parties' written request, reasonable access during normal business hours to amount thereof and the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimindemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party to be entitled to any indemnification provided for under this Article V arising from, by reason of, or otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the indemnified party (a "Third An Indemnified Party Claim"), the indemnified party must send shall give reasonably prompt notice to the indemnifying parties Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or assessment, or the commencement of any action, suit or proceeding, by a third party in writing respect of which indemnity may be sought hereunder (a “Third Party Claim”) and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has been actually prejudiced thereby). The Indemnifying Party shall have the right, exercisable by written notice (the “Indemnification Notice”) to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim using counsel of its choice, and the Indemnified Party may participate in such defense at the Indemnified Party’s expense, which shall include counsel of its own choice. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by failure of the Indemnifying Party to provide the Indemnification Notice or otherwise, or the Indemnified Party has received advice from its external legal counsel that under applicable standards of professional responsibility a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim, including then the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); providedIndemnified Party, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Party Claim is made without waiving any rights against the indemnified partyIndemnifying Party, may employ counsel of its own choice and at the indemnifying parties shall be entitled to participate expense of the Indemnifying Party. The Indemnifying Party may not settle any matter (in whole or in part) without the defense thereof and, if they so choose and acknowledge consent in writing their respective obligation to indemnify of the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Indemnified Party Claim, the indemnifying parties (which shall not be liable unreasonably withheld), unless such settlement does not involve any relief other than the payment of monetary damages, includes a complete and unconditional release of the Indemnified Party, does not admit liability on the part of or attribute fault to any Party or its Affiliates, and contains a provision requiring confidentiality with respect to the indemnified party for legal expenses subsequently incurred by facts and circumstances of the indemnified party dispute and of the existence and amount of the settlement. The Indemnified Party shall make its employees available and furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party 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 parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records claim and personnel in their possession or under their control which are reasonable necessary to verify such claimLegal Proceeding resulting therefrom.

Procedures Relating to Third Party Claims. (a) In order for an Buyer Indemnitees or Seller Indemnitees, as the case may be, (the “indemnified party party”) to be entitled to any indemnification provided for under this Article V Agreement in respect of, arising from, by reason out of, or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party (a "“Third Party Claim"”), the such indemnified party must send reasonably prompt notice to notify the indemnifying parties party in writing writing, and in reasonable detail, of the Third Party Claim, including the nature and basis of Claim within thirty (30) business days after receipt by such claim to the extent known by the indemnified party of written notice of the Third Party Claim (the "Indemnification “Claim Notice"”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have party demonstrates that it has been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such Claim Notice to the extent such expenses resulted from such failure to give notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within ten (10) business days after the indemnified party’s receipt thereof, copies of all notices and documents (including court documents) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against the an indemnified party, the indemnifying parties indemnified party shall be entitled to conduct and control, through counsel of its choosing, the defense of any Third Party Claim. The indemnified party may compromise or settle any Third Party Claim so long as the indemnified party gives the indemnifying party advance notice of any proposed compromise or settlement. The indemnified party shall permit the indemnifying party to participate in the defense thereof andof any Third Party Claim through counsel chosen by the indemnifying party, if they so choose long as all fees and acknowledge in writing their respective obligation to indemnify expenses of such counsel are borne by the indemnifying party. If the indemnified party thereforpermits the indemnifying party to undertake, to assume conduct, and control the defense thereof with counsel selected by and settlement of a Third Party Claim: (a) the indemnifying parties acting togetherparty shall not permit any lien to exist upon any asset of the indemnified party, provided including, without limitation, the Acquired Assets, (b) the indemnifying party shall not consent to any compromise or settlement that does not include as an unconditional term of such counsel is reasonably acceptable compromise or settlement the giving of a complete release from liability with respect to such Third Party Claim to the indemnified party. Should , (c) the indemnifying parties so elect party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, and (d) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any damages, including fees and expenses of counsel for the indemnified party. If the indemnified party permits the indemnifying party to assume the defense of a any Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have cooperate with the right to participate indemnifying party in the defense thereof or prosecution thereof. Such cooperation shall include the retention and to employ counsel, at its own expense, separate from the counsel employed by (upon the indemnifying parties, it being understood that party’s reasonable request) the provision to the indemnifying parties party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a reasonable basis to provide additional information and explanation of any material provided hereunder. Within ten (10) business days or the receipt of a Claim Notice, the Sellers, Seller Principal, or Buyer, as the case may be, shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior deliver to the time Escrow Agent and the indemnified party shall have given Sellers, Seller Principal, or Buyer, as the case may be, a notice of (“Objection Notice”) stating they intend to contest the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide claim (a “Contest”) or to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimaccept liability thereunder.

Procedures Relating to Third Party Claims. A party seeking indemnification pursuant to this Section 8 (aan "Indemnified Party") In order for an indemnified shall give prompt notice to the party to be entitled to from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Article V arising fromclaim or assessment, or the commencement of any action, suit or proceeding, by reason of, or otherwise a third party in connection with an asserted or unasserted claim or demand made or respect of which might indemnity may be made by any Person against the indemnified party sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the indemnified party must send reasonably prompt notice Indemnifying Party of any liability hereunder (except to the indemnifying parties extent the Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within fourteen (14) days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall have been advised in writing of by counsel that a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim, including the nature and basis of in which case such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Indemnified Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have the right to participate in control the defense thereof of such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the indemnifying partiesIndemnifying Party from time to time upon demand of the Indemnified Party. In addition, it being understood that if the indemnifying parties Indemnifying Party fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall control such defense. The indemnifying parties shall be liable for have the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed right to assume control of the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon the demand of the Indemnified Party. Regardless In no event may any Indemnifying Party settle or compromise any Third Party Claim without the prior written consent of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claiman Indemnified Party.

Procedures Relating to Third Party Claims. (aA) In order for an indemnified party to be entitled to any indemnification provided for under this Article V arising from, by reason of, or otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the indemnified party (a "Third Party Claim"), the indemnified party must send reasonably prompt notice to the indemnifying parties in writing of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been materially and actually prejudiced as a result of such failure. If a Third Party Claim is made against the indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party 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 parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim.

Procedures Relating to Third Party Claims. (a) In order for an a NIVS Indemnified Party or a Shareholder Indemnified Party, as the case may be, (the “indemnified party party”) to be entitled to any indemnification provided for under this Article V Agreement in respect of, arising from, by reason out of, or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party (a "“Third Party Claim"”), the such indemnified party must send reasonably prompt notice to notify the indemnifying parties party in writing writing, and in reasonable detail, of the Third Party Claim, including the nature and basis of Claim within thirty (30) business days after receipt by such claim to the extent known by the indemnified party of written notice of the Third Party Claim (the "Indemnification “Claim Notice"”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have party demonstrates that it has been materially and actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such Claim Notice to the extent such expenses resulted from such failure to give notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within ten (10) business days after the indemnified party’s receipt thereof, copies of all notices and documents (including court documents) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against the an indemnified party, the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying parties assume such defense, the indemnified party shall have the right be entitled to participate in the defense thereof conduct and to employ counselcontrol, at through counsel of its own expensechoosing, separate from the counsel employed by the indemnifying parties, it being understood that the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying parties have failed to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimany Third Party Claim.

Procedures Relating to Third Party Claims. (other than ----------------------------------------------------- Tax Controversies, Pre-Closing Environmental Liabilities, Employment Liabilities -------------------------------------------------------------------------------- and Foreign Liabilities). (a) In order for an a Person (the "indemnified party party"), ------------------------ to be entitled to any indemnification provided for under this Article V arising from, by reason Agreement in respect of, arising out of or otherwise in connection with an asserted or unasserted involving a claim or demand made or which might be made by any Person against the indemnified party (other than a Tax Controversy a Pre-Closing Environmental Liability, an Employment Liability or a Foreign Liability, procedures for which are specified in Section 4.14(m) in the case of Tax Controversies and Section 7.10 in the case of such other matters (except, in the case of such other matters, to the extent Section 7.10 provides that this Section 7.8 shall govern)) (a "Third Party Claim"), the such indemnified party must send reasonably prompt notice to notify the indemnifying parties party in writing writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim, including the nature and basis of such claim to the extent known by the indemnified party (the "Indemnification Notice"); provided, however, that failure to give such -------- ------- notification shall not affect the indemnification provided hereunder except to the extent the indemnifying parties party shall have been materially and actually prejudiced as a result of such failure. If a Third Party Claim is made against the indemnified party, failure (except that the indemnifying parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that such counsel is reasonably acceptable to the indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to for any expenses incurred during the period in which the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereoffailed to give such notice). If the indemnifying parties assume such defenseThereafter, the indemnified party shall have the right deliver to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partiesparty, it being understood that promptly after the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees indemnified party's receipt thereof, copies of all notices and expenses of counsel employed documents (including court papers) received by the indemnified party for any period during which the indemnifying parties have failed relating to assume the defense thereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claimClaim.

Procedures Relating to Third Party Claims. (a) In order for an indemnified party Any Indemnified Party proposing to assert the right to be entitled to any indemnification provided for indemnified under this Article V arising fromContribution Agreement shall, promptly after receipt of notice of commencement of any action by reason of, or otherwise a third party against such Indemnified Party in connection with an asserted or unasserted respect of which a claim or demand made or which might for indemnification is to be made under this Contribution Agreement by any Person an Indemnified Party against the indemnified party Indemnifying Parties (a "Third Party Claim"), notify the indemnified party must send reasonably prompt notice to the indemnifying parties in writing Indemnifying Parties of the commencement of such Third Party Claim, including the nature Claim through written notice describing it with reasonable specificity and basis enclosing a copy of such claim to the extent known by the indemnified party (the "Indemnification Notice")all papers served; provided, however, that the failure so to give such notification notify the Indemnifying Parties shall not affect relieve the indemnification provided hereunder Indemnifying Parties from any liability which they may have under this Contribution Agreement (except to the extent such failure to notify materially prejudices the indemnifying parties have been materially and actually prejudiced as a result of Indemnifying Parties' ability to defend such failureThird Party Claim) or from any liability which the Indemnifying Parties may otherwise have. If a any such Third Party Claim is made brought against any of the indemnified partyIndemnified Parties and such Indemnified Parties notify the Indemnifying Parties of its commencement in accordance herewith, the indemnifying parties Indemnifying Parties shall be entitled to participate in the defense thereof and, if they so choose and acknowledge in writing their respective obligation to indemnify the indemnified party thereforextent that the Indemnifying Parties elect by delivering written notice to such Indemnified Parties promptly after receiving notice of the commencement of the action from the Indemnified Parties, to assume the defense thereof with counsel selected by of the indemnifying parties acting together, provided that such counsel is reasonably acceptable action and after notice from the Indemnifying Parties to the indemnified party. Should the indemnifying parties so elect Indemnified Parties of their election to assume the defense of a any Third Party Claim, the indemnifying parties shall Indemnifying Parties will not be liable to the indemnified party Indemnified Parties for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereofexcept as provided below. If the indemnifying parties Indemnifying Parties assume such the defense, the indemnified party Indemnifying Parties shall have the right to participate settle such action without the consent of the Indemnified Parties; provided, however, that the Indemnifying Parties shall be required to obtain such consent if the settlement includes (i) any admission of wrongdoing on the part of the Indemnified Parties, (ii) any decree or restriction on the Indemnified Parties or (iii) an obligation of the Indemnified Parties to pay any money that is not otherwise indemnified by the Indemnifying Parties; provided further, however, that none of the Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties, consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof and the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action, or (ii) contains obligations other than with respect to the payment of money. The Indemnified Parties shall have the right to employ counseltheir own counsel in any such action, but the fees, expenses and other charges of such counsel shall be at its own expense, separate from the expense of such Indemnified Parties unless (i) the employment of counsel employed by the indemnifying partiesIndemnified Parties has been authorized in writing by the Indemnifying Parties, it being understood that (ii) the indemnifying parties shall control such defense. The indemnifying parties shall be liable for the fees and expenses Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed by the indemnified party for any period during which the indemnifying parties have failed counsel to assume the defense thereof of such action within a reasonable time (not to exceed 10 days) after receiving notice of the commencement of the action from the Indemnified Parties in accordance herewith, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall promptly be paid by each of the Indemnifying Parties as well as during they become due and payable in advance of the period prior to the time the indemnified party shall have given notice final disposition of the Third Party Claim to the fullest extent and in the manner permitted by law; provided, however, that in no event shall any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnified Parties to repay any expenses advanced if it shall ultimately be determined that the Indemnified Parties are not entitled to be indemnified against such expense pursuant to the last sentence of this Section 9.2. It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate counsel admitted to practice in such jurisdiction at any one time for all such Indemnified Parties unless (a) the employment of more than one counsel has been authorized in writing by the Indemnifying Parties, (b) any of the Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to other Indemnified Parties, or (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in case of each of which the Indemnifying Parties shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels on the same basis as provided above)in the immediately preceding sentence. Regardless of which party shall assume the defense of such claim, each party shall provide Notwithstanding anything to the other partiescontrary set forth in this Contribution Agreement, upon such other parties' the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written request, reasonable access during normal business hours consent and (ii) shall not have any obligation hereunder to any of the Indemnified Parties to the booksextent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, records and personnel in their possession or under their control which are reasonable necessary the Indemnified Parties shall promptly refund to verify the Indemnifying Parties the amount of all such claimexpenses theretofore advanced pursuant hereto.