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

Procedures with Respect to Third Party Claims. Promptly after the commencement of any action or Proceeding by a third party against any party hereto (a “Third Party Claim”) that is reasonably expected to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide such notice shall affect indemnification hereunder unless such failure materially prejudices the Indemnifying Party. The Indemnifying Party shall then be entitled to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after (a) The indemnified party shall give prompt written notice to the commencement indemnifying party of any action demand, suit, claim or Proceeding assertion of liability by a third party against any party hereto parties that is subject to indemnification hereunder (a “Third Party Claim”) that is reasonably expected ), but a failure to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give such notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide or delaying such notice shall not affect indemnification hereunder unless the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such failure Claim is thereby materially prejudices prejudiced and provided that, where applicable, such notice is given within the Indemnifying Partytime period described in Section 9.1. (b) The indemnifying party shall have the right to undertake the defense or opposition to such Claim with counsel selected by it. The Indemnifying Party In the event that the indemnifying party does not undertake such defense or opposition, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifying party’s cost, except that the indemnified party shall then be entitled not, without the indemnifying party’s written consent, settle or compromise any Claim or consent to entry of any judgment which settlement, compromise or judgment does not include the giving by the claimant to the indemnifying party of a release from all liability to the claimant in respect of such Claim, if the indemnifying party is party to such Claim. (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at its own cost and expense, to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claimopposition, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and Claim; (ii) the sole relief provided is monetary Damages that are paid in full indemnifying party shall not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which (A) settlement, compromise or judgment does not include the giving by the Indemnifying Party claimant to the indemnified party of a release from all liability in respect of such Claim, and (bB) contains any covenants or undertakings binding on the Indemnifying Party indemnified party other than customary agreements to keep the terms of such settlement or compromise confidential; and (iii) in the event that the indemnifying party undertakes the defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have no Liability the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after (a) The indemnified party shall give prompt written notice to the commencement indemnifying party of any action demand, suit, claim or Proceeding assertion of liability by a third party against any party hereto parties that is subject to indemnification hereunder (a “Third Party Claim”) that is reasonably expected ), but a failure to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give such notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide or delaying such notice shall not affect indemnification hereunder unless the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such failure Claim is thereby materially prejudices prejudiced and provided that, where applicable, such notice is given within the Indemnifying Partytime period described in Section 9.1. (b) The indemnifying party shall have the right to undertake the defense or opposition to such Claim with counsel selected by it. The Indemnifying Party In the event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall then be entitled have the right, at its own cost and expense, to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claimopposition, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and Claim; (ii) the sole relief provided is monetary Damages that are paid in full indemnifying party shall not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the Indemnifying Party claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and (b) the Indemnifying Party at its sole cost and expense, shall have no Liability the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after Each party shall promptly notify the commencement other parties upon its having knowledge of the occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which would give rise to a claim for indemnification under this Article 129. Promptly after the occurrence of any claim, assertion, event, action or proceeding against the Company or any party hereto which could give rise to a claim for indemnification under this Article 9, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom if it wishes to assert a claim for indemnification is sought under this Article 9. The failure of such Third the Indemnified Party Claim. No failure to provide such timely deliver any notice hereunder shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 9.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, law or any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party Party, and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after the commencement (a) Any Claim for indemnification pursuant hereto on behalf of any action Buyer Indemnified Party shall be made by Nexstar, and any Claim for indemnification pursuant hereto on behalf of any CCA Indemnified Party shall be made by the Sellers’ Representative. A Party seeking indemnification pursuant hereto (an “indemnified party”) shall give prompt written notice to the Party from which indemnification is being demanded (the “indemnifying party”) of any demand, suit, Claim or Proceeding assertion of liability by a third party against any party hereto parties that is subject to indemnification hereunder (a “Third Party Claim”), but a failure to give such notice or delaying such notice shall not affect the indemnified party’s rights or the indemnifying party’s obligations, except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is thereby materially prejudiced and provided that, where applicable, such notice is given within the time period described in Section 10.1. (b) The indemnifying party shall have the right to undertake the defense of, opposition to, compromise of, or settlement of, such Third Party Claim with counsel selected by it. In the event that the indemnifying party does not undertake such defense, opposition, compromise or settlement, the indemnified party may undertake the defense, opposition, compromise or settlement of such Third Party Claim with counsel selected by it that is reasonably expected to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing acceptable to the indemnifying party at the indemnifying party’s cost, except that the indemnified party shall not, without the indemnifying party’s prior written consent, settle or compromise any Third Party Claim or consent to entry of any judgment. (c) Anything herein to the “Indemnifying Party”contrary notwithstanding: (i) the indemnified party shall have the right, at its own cost and expense, to participate in the defense, opposition, compromise or settlement of the Third Party Claim; (ii) the indemnifying party may not assume or continue to conduct the defense of such Third Party Claim if (1) the indemnifying party fails to provide written notice of its intent to assume the defense of such claim within thirty (30) days of receiving notice from whom indemnification is sought the indemnified party of such Third Party Claim. No failure to provide such notice shall affect indemnification hereunder unless such failure materially prejudices , (2) the Indemnifying Party. The Indemnifying Party shall amount in dispute exceeds the maximum amount for which the indemnifying party can then be entitled liable pursuant to participate this Article 10 in light of the limitations on indemnification contained herein, if applicable, (3) the claim seeks non-monetary, equitable or injunctive relief or alleges violation of criminal law, (4) the indemnifying party does not, upon assumption of such action or Proceeding anddefense in accordance with this Section 10.3, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume conduct the defense of a claimthe claim actively and diligently (in which case, the Indemnifying Party indemnifying party shall not be liable cease to control such Indemnified Party under Section 12.2 for claim), or (5) such claim includes as the named parties in any fees such claim both the indemnified party and the indemnifying party and the indemnified party or the indemnifying party reasonably determines upon the advice of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs that representation of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected both parties by the Indemnifying Party same counsel would be prohibited by applicable codes of professional conduct; (iii) the indemnifying party shall not, without the Indemnified Partyindemnified party’s prior written consent (which consent shall not be unreasonably withheld) unless (i) there is no finding , conditioned or admission delayed), settle or compromise any Third Party Claim or consent to entry of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and judgment which (iiA) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defendsettlement, compromise or settle such action, but judgment does not include the Indemnified giving by the Person making the Third Party shall not compromise or settle any such action without Claim to the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or indemnified party of a compromise or settlement thereof entered intorelease, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party prejudice, from all liability and its counsel obligations in order to ensure the proper and adequate defense respect of a such Third Party Claim, including and (B) contains any covenants or undertakings binding on the indemnified party other than customary agreements to keep the terms of such settlement or compromise confidential; and (iv) in the event that the indemnifying party undertakes the defense of or opposition to any Third Party Claim, the indemnified party, by providing access counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its relevant business records counsel concerning such Third Party Claim and other documents, the indemnifying party and employeesthe indemnified party and their respective counsel shall cooperate in good faith with respect to such Third Party Claim.

Procedures with Respect to Third Party Claims. Promptly after (a) The indemnified party shall give prompt written notice to the commencement indemnifying party of any action demand, suit, claim or Proceeding assertion of liability by a third party against any party hereto parties that is subject to indemnification hereunder (a “Third Party Claim”) that is reasonably expected ), but a failure to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give such notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide or delaying such notice shall not affect indemnification hereunder unless the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such failure Claim is thereby materially prejudices prejudiced and provided that, where applicable, such notice is given within the Indemnifying Partytime period described in Section 9.1. (b) The indemnifying party shall have the right to undertake the defense or opposition to such Claim with counsel selected by it. The Indemnifying Party In the event that the indemnifying party elects not to undertake such defense or opposition or does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifying party’s cost, except that the indemnified party shall then be entitled not, without the indemnifying party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnifying party of a release from all liability in respect of such Claim. (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at its own cost and expense, to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claimopposition, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and Claim; (ii) the sole relief provided is monetary Damages that are paid in full indemnifying party shall not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the Indemnifying Party claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and (b) the Indemnifying Party at its sole cost and expense, shall have no Liability the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly (a) Except with regards to a Tax Claim, the procedures in respect of which shall be governed by Section 9.1(e) instead of this Section 10.4, as promptly as reasonably practicable after the commencement of any action or Proceeding by a third party against any party hereto (a “Third Party Claim”) that is reasonably expected to of the Purchaser Indemnitees or Seller which could give rise to a claim for indemnification under this Article 12Section 10.1, the party seeking indemnification (the “Indemnified Party”) Party shall give notice in writing a Claim Notice to the party (Indemnifying Party pursuant to Section 10.3. Thereafter, the “Indemnifying Party”) from whom indemnification is sought of such Third Indemnified Party Claim. No failure shall deliver to provide such notice shall affect indemnification hereunder unless such failure materially prejudices the Indemnifying Party. , within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Proceeding. (b) The Indemnifying Party shall then be entitled to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified Party. After Party and, after notice from the Indemnifying Party to the such Indemnified Party of its election so to assume the defense of a claimthereof, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 10.1 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action a Proceeding, (ai) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheldwithheld or delayed) unless (iA) there is no finding or admission of any violation of Law, Law or any violation of the rights of any PersonPerson by, by the Indemnified Party and no adverse effect on any other claims that may be made against against, the Indemnified Party and (iiB) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party and (bii) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheldwithheld or delayed). (c) If the Indemnifying Party chooses to defend any Proceeding, all the parties hereto shall cooperate in the defense or prosecution of such Proceeding. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (d) If the Indemnified Party gives the Indemnifying Party written notice of the commencement of any Proceeding and the Indemnifying Party does not, within ten (10) Business Days after the Indemnified Party’s notice is given, give written notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such Proceeding or any compromise or settlement thereof effected by the Indemnified Party. (e) Notwithstanding the foregoingforegoing provisions of this Section 10.4, if an Indemnified Party determines in good faith provides the Indemnifying Party with evidence that there is a reasonable probability that any an action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any a judgment entered in any action so defended, or a compromise or settlement thereof entered into, into without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employeesconsent.

Procedures with Respect to Third Party Claims. (a) Promptly after the commencement of any action or Proceeding by a third party proceeding against Holdings, its Subsidiaries or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under Section 11.1 (other than a Tax Contest, as to which the provisions of Section 10.9 rather than this Article 12Section 11.3 shall apply) (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) pursuant to Section 11.2 if it wishes to assert a claim for indemnification under this Article 11; provided, that failure by the Indemnified Party to promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from whom indemnification is sought of such Third Party Claim. No failure to provide such notice shall affect indemnification any obligation hereunder unless such failure materially prejudices (and then solely to the extent) the Indemnifying PartyParty is thereby materially prejudiced. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from if (i) the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable provides written notice to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by that the Indemnifying Party intends to undertake such defense and that the Indemnifying Party will indemnify the Indemnified Party against Damages resulting from or relating to such Third Party Claim (subject to the limitations set forth in connection with Sections 11), and (ii) the defense thereof, other than reasonable costs of investigationthe Third Party Claim is conducted actively and diligently by legal counsel reasonably acceptable to the Indemnified Party. If For so long as an Indemnifying Party assumes is entitled to prosecute the defense of such an action action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, Law or any violation of the rights of any Person, by the Indemnified Party Person and no adverse effect on any other claims that may be made against the Indemnified Party and Party, (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party and (iii) such compromise or settlement contains or serves to effect an unconditional release (with prejudice) by the Person(s) asserting such third-party claim to all Indemnified Parties from all Damages and other liability with respect to such claim and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which consent shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. The Indemnified Party shall at all times have the right to fully participate in the defense of a Third Party Claim with its own counsel and at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice of counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection with such conflicting interests shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel per jurisdiction for the Indemnified Party. (b) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is an action (i) has a reasonable probability that any action may to materially and adversely affect it such Indemnified Party or its Affiliates other than as a result of monetary Damagesdamages; (ii) seeks non-monetary relief; (iii) involves criminal or quasi-criminal allegations; (iv) relates to the Indemnified Party’s and/or any of its Affiliates’ on-going relationships with the current lenders of Holdings and its Subsidiaries, employees, customers or suppliers; (v) involves a Third Party Claim which, upon petition by the Indemnified Party(s), the appropriate court rules that the Indemnifying Party failed or is failing to vigorously defend; or (vi) involves Damages that are reasonably expected to exceed the maximum amount for which such Indemnifying Party could be liable under this Section 11; such Indemnified Party may, by notice to the Indemnifying Party, assume at its expense the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any a judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which consent shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after the commencement occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under this Article 129, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom if it wishes to assert a claim for indemnification is sought under this Article 10. The failure of such Third the Indemnified Party Claim. No failure to provide timely deliver such notice shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 10.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, law or any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party Party, and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after the commencement of any action or Proceeding by a third (a) A party against any party hereto (a “Third Party Claim”) that is reasonably expected to give rise to a claim for seeking indemnification under this Article 12, the party seeking indemnification 10 (the each an “Indemnified Party”) shall give prompt written notice in writing to the party from whom indemnification is sought (the each an “Indemnifying Party”) from whom of any demand, suit, claim or assertion of liability by third parties that is subject to indemnification is sought of such Third Party hereunder (a “Claim. No ”), but a failure to provide give such notice or delaying such notice shall not affect indemnification hereunder unless such failure materially prejudices the Indemnified Party’s rights or the Indemnifying Party. ’s obligations except to the extent the Indemnifying Party’s ability to remedy, contest, defend or settle with respect to such Claim is thereby materially prejudiced and provided that such notice is given within the time period described in Section 10.1. (b) The Indemnifying Party shall then be entitled have the right to undertake the defense or opposition to such Claim with counsel selected by it. In the event that the Indemnifying Party elects not to undertake such defense or opposition, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the Indemnifying Party’s cost, except that the Indemnified Party shall not, without the Indemnifying Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the Indemnifying Party of a release from all liability in respect of such Claim. (c) Anything herein to the contrary notwithstanding: (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from opposition, compromise or settlement of the Claim; (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the Indemnified Party of its election to assume a release from all liability in respect of such Claim; and (iii) in the defense of a claim, event that the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the undertakes defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without opposition to any Claim, the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party counsel or other representative of its own choosing and no adverse effect on any other claims that may be made against the Indemnified Party at its sole cost and (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party expense, shall have no Liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate consult with the Indemnifying Party and its counsel concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel shall cooperate in order good faith with respect to ensure the proper and adequate defense of a Third Party such Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after the commencement occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under this Article 12ARTICLE 9, the party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought (the "INDEMNIFYING PARTY") if it wishes to assert a claim for indemnification under this ARTICLE 9. The failure of such Third the Indemnified Party Claim. No failure to provide timely deliver such notice shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 SECTION 9.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s 's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or law of any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within 30 days after the Indemnifying Party's notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after (a) The indemnified party shall give prompt written notice to the commencement indemnifying party of any action demand, suit, claim or Proceeding assertion of liability by a third party against any party hereto parties that is subject to indemnification hereunder (a “Third Party Claim”) that is reasonably expected ), but a failure to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give such notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide or delaying such notice shall not affect indemnification hereunder unless the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such failure Claim is thereby materially prejudices prejudiced and provided that, where applicable, such notice is given within the Indemnifying Party. time period described in Section 9.1. (b) The Indemnifying Party indemnifying party shall then be entitled have the right to participate in undertake the defense or opposition to such action or Proceeding andClaim (at the indemnifying party’s expense) with counsel selected by it so long as (i) the indemnifying party gives written notice to the indemnified party within thirty (30) days after it has been notified of the Claim that it will defend the indemnified party against such Claim and the indemnifying party acknowledges its obligation to indemnify the indemnified party for Damages related to such Claim (subject to the Threshold and Cap, to the extent applicable), (ii) the Claim involves only money damages and does not seek an injunction or other equitable relief against the indemnified party that it shall wishwould reasonably be expected to materially restrict or materially and adversely affect the future activity or conduct of the Business by Buyer, to assume (iii) the indemnified party has not been advised in writing by outside counsel that a material legal conflict exists between the indemnified party and the indemnifying party in connection with conducting the defense thereofof the Claim, (iv) the Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action that would reasonably be expected to materially restrict or materially and adversely affect the future activity or conduct of the Business by Buyer, and (v) the indemnifying party conducts the defense of the Claim in good faith. In the event that the indemnifying party does not, within thirty (30) days of its receipt of notice of a Claim pursuant to clause (i) above of this Section 9.3(b), elect to undertake such defense or opposition, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifying party’s cost; provided, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnitees in connection with such Claim. If the indemnified party defends any Claim pursuant to the preceding sentence or pursuant to clauses (ii) – (v) above of this Section 9.3(b), then the indemnifying party shall promptly reimburse the applicable indemnified party for the reasonable costs and expenses of defending such Claim upon submission of periodic bills. (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the sole power right, at its own cost and expense, to direct and control such participate in the defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claimopposition, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by of the Indemnifying Party Claim; (ii) the indemnifying party shall not, without the Indemnified Partyindemnified party’s written consent (which consent shall not be unreasonably withheld) unless (i) there is no finding , conditioned or admission delayed), settle or compromise any Claim or consent to entry of any violation judgment which settlement, compromise or judgment (x) by its terms does not obligate the indemnifying party (or its Affiliates) to pay the full amount of Lawany Damages in connection with such Claim, (y) requires any payment or other action by, or limitation on, any violation of indemnified party or (z) does not include the rights of any Person, giving by the Indemnified Party and no adverse effect on claimant to the indemnified party of a full release from all liability in respect of such Claim; (iii) if the indemnified party defends any other claims that may be made against Claim pursuant to Section 9.3(b), the Indemnified Party and (ii) indemnified party shall not, without the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its indemnifying party’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that settle or compromise any action may materially and adversely affect it Claim or its Affiliates other than as a result consent to entry of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability judgment with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent such Claim; and (which shall not be unreasonably withheld). The Indemnified Party iv) the indemnified party and the indemnifying party shall cooperate with in the Indemnifying Party and its counsel in order to ensure conduct of the proper and adequate defense of a Third Party any Claim, including by providing reasonable access to its each other’s relevant business records and other documentsdocuments and employees, and shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Legal Requirement), and to cause all communications among employees, counsel and others representing any party to a Claim to be made so as to preserve any applicable attorney-client or work-product privileges, if practicable.

Procedures with Respect to Third Party Claims. Promptly after any Seller’s or the Purchaser’s receipt of notice of commencement of any action or Proceeding by a third party proceeding against the Company, any party hereto (a “Third Party Claim”) Seller or the Purchaser that is reasonably expected may result in Damages with respect to give rise to a which the Company, any Seller or the Purchaser may claim for indemnification under this Article 12Section 10, the party seeking indemnification (the “Indemnified Party”) shall give written notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom pursuant to Section 10.2(a) and Section 12.6 if it wishes to assert a claim for indemnification under this Article 10. If the Purchaser is sought of such Third Party Claim. No failure delivering written notice pursuant to provide the preceding sentence, the Purchaser shall deliver such notice shall affect indemnification hereunder unless such failure materially prejudices to the Indemnifying PartySeller Representative. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified Party. After Upon notice from the Indemnifying Party to the such Indemnified Party of its election to assume the defense of a claimthereof in accordance herewith, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 10.1 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than the reasonable costs of investigation; provided, however, that the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if so requested by the Indemnifying Party or, if, in the reasonable opinion of counsel to the Indemnified Party, a conflict of interest or potential conflict of interest exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any claim. If an Indemnifying Party assumes the defense of such an action Action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheldwithheld or delayed) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its the Indemnifying Party’s consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action pursuant to Section 10.2(a) and it does not, within thirty (30) Business Days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any an action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such actionaction with counsel of the Indemnified Party’s selection, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, into without its consent (which shall not be unreasonably withheldwithheld or delayed). The failure of the Indemnified Party to give reasonably prompt notice of any claim shall cooperate not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and its counsel in order to ensure the proper and adequate defense prejudice as a result of a Third Party Claim, including by providing access to its relevant business records and other documents, and employeessuch failure.