Common use of Representation, Settlement and Cooperation Clause in Contracts

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders or the Buyer (each an “Indemnitor”), as applicable, under this Article VII on account of the Indemnitee’s involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VII, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, own expense, using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse to conduct the defense, or if the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s interests, then the Indemnitee may defend against the Proceeding at the Indemnitor’s expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is threatened or initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Seller or the Buyer (each an “Indemnitor”), as applicable, under this Article VII on account of the Indemnitee’s involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VII, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, ’s own expense, expense using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse to conduct the defense, or if the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s interests, then the Indemnitee may defend against the Proceeding at the Indemnitor’s expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate reasonably with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”"PROCEEDING") is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, each an “Indemnitee”"INDEMNITEE") and the such Indemnitee intends to seek indemnification from the Shareholders Seller or the Buyer (each an “Indemnitor”"INDEMNITOR"), as applicable, under this Article VII on account of the Indemnitee’s its involvement in the such Proceeding, then the such Indemnitee shall will give prompt notice to the applicable IndemnitorIndemnitor of such Proceeding; provided, however, that the failure to so notify the such Indemnitor shall will not relieve the such Indemnitor of its obligations under this Article VII Article, but instead shall will reduce those such obligations by the amount of damages or increased costs and expenses attributable to the such failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIsuch notice, the such Indemnitor shall will diligently defend against the such Proceeding on behalf of the such Indemnitee at it’s, the Indemnitor’s, its own expense, expense using counsel reasonably acceptable to the such Indemnitee; provided, however, that if the such Indemnitor shall fail fails or refuse refuses to conduct the such defense, or if the such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor such Indemnitor, or that its interests in the such Proceeding are adverse to the such Indemnitor’s 's interests, then the such Indemnitee may defend against the such Proceeding at the such Indemnitor’s 's reasonable expense. The Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense expense, and shall will not settle any Proceeding without the prior consent of the other, which consent shall will not be unreasonably withheld. The Such Indemnitor and Indemnitee shall will cooperate with each other in the conduct of any such Proceeding.

Representation, Settlement and Cooperation. If any investigation, action investigation described in Section 6.01(d) or other proceeding Section 6.02(d) (each a “"Proceeding”") is initiated against or with respect to any Shareholder Seller Indemnitee or Buyer Indemnitee (each, each an “"Indemnitee”") and the such Indemnitee intends to seek indemnification from Seller on the Shareholders one hand or Buyer on the Buyer other hand (each an “"Indemnitor”"), as applicable, under this Article VII on account of the Indemnitee’s its involvement in the such Proceeding, then the such Indemnitee shall give prompt notice to the applicable IndemnitorIndemnitor of such Proceeding; provided, however, that the failure to so notify the such Indemnitor shall not relieve the such Indemnitor of its obligations under this Article VII Article, but instead shall reduce those such obligations by the amount of damages or increased costs and expenses attributable to the such failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIsuch notice, the such Indemnitor shall diligently defend against the such Proceeding on behalf of the such Indemnitee at it’s, the Indemnitor’s, its own expense, expense using counsel reasonably acceptable to the such Indemnitee; provided, however, that if the such Indemnitor shall fail or refuse to conduct the such defense, or if the such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor such Indemnitor, or that its interests in the such Proceeding are adverse to the such Indemnitor’s 's interests, then the such Indemnitee may defend against the such Proceeding at the such Indemnitor’s 's expense. The Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense expense, and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Such Indemnitor and Indemnitee shall cooperate with each other in the conduct of any such Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Indemnitee or Buyer Indemnitee Indemnified Party for which indemnification may be sought hereunder (each, an a “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders or the Buyer (each an “IndemnitorThird-Party Claim”), as applicable, under this Article VII on account of the Indemnitee’s involvement in the Proceeding, then the Indemnitee Indemnified Party shall give prompt notice to, in the case of a Parent Indemnified Party, Stockholders’ Representative and, in the case of a Stockholder Indemnified Party, Parent, describing in reasonable detail the facts and circumstances with respect to the applicable Indemnitorsubject matter of such Third-Party Claim (a “Third-Party Claim Notice”); provided, however, that the failure to so notify the Indemnitor timely deliver a Third Party Claim Notice shall not relieve the Indemnitor of its obligations under this Article VII but instead shall reduce those obligations by to the amount extent of damages the Losses or increased costs and expenses attributable to the failure to timely give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIThird-Party Claim Notice, the Indemnitor shall diligently defend against have the Proceeding on behalf right, but not the obligation, to conduct and control, through counsel of the Indemnitee at it’s, the Indemnitor’s, own expense, using counsel its choosing that is reasonably acceptable to the IndemniteeIndemnified Party, any such Third-Party Claim, and the Indemnitor may compromise or settle the same; provided, however, that the Indemnitor shall give the Indemnified Party advance notice of any proposed compromise or settlement and the Indemnitor shall not compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the payment of monetary damages borne solely by the Indemnitor, (y) does not include any admission of wrongdoing or violation of Law on the part of the Indemnified Party or its Affiliates and (z) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that the Indemnitor shall have no right to conduct or control any Third-Party Claim (i) if the Indemnitor shall fail or refuse fails to conduct notify the defenseIndemnified Party, or if within thirty (30) days after the Indemnitee Indemnified Party has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to given notice of the Indemnitor or that its interests in the Proceeding are adverse Third-Party Claim to the Indemnitor’s interests, then that the Indemnitee may defend Indemnitor is assuming the defense of such Third-Party Claim; (ii) unless the Indemnitor expressly acknowledges in writing that such Indemnitor shall be liable for all indemnifiable Losses related to such Third-Party Claim, (iii) if the Third-Party Claim seeks equitable relief against the Proceeding at Parent Indemnified Party; (iv) if the Indemnitor’s expenseLosses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Article VII; (v) if upon the written advice of outside counsel, the Indemnified Party determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnitor with respect to such Third-Party Claim; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; or (vii) if such Third-Party Claim involves a material customer or supplier of the Surviving Corporation. The Indemnitor or IndemniteeIndemnified Party, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not compromise or settle any Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, no Indemnified Party shall settle or compromise any Proceeding without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitor and Indemnitee Indemnified Party shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Seller, Principals or the Buyer (each an “Indemnitor”), as applicable, under this Article VII VI on account of the Indemnitee’s involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII VI but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIVI, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, ’s own expense, expense using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse not be entitled to conduct assume control of such defense and shall pay the defense, or if fees and expenses of counsel retained by the Indemnitee has been advised by counsel that it may have defenses available if (A) the claim for indemnification relates to it which are different from or arises in addition to those available to connection with any criminal Proceeding, action, indictment, allegation or investigation of the Indemnitor or that its interests in the Proceeding are adverse with respect to the Indemnitor’s interestsBusiness; (B) the claim seeks an injunction or equitable relief against the Indemnitee, then (C) the Indemnitee may reasonably believes that the Loss relating to such claim for indemnification could exceed the maximum amount that such Indemnitee could be entitled to recover under the applicable provision of this Article VI, or (D) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend against the Proceeding at the Indemnitor’s expensesuch claim. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) Proceeding is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “"Indemnitee”") and the Indemnitee intends to seek indemnification from the Shareholders any Seller or the Buyer (each an “"Indemnitor”"), as applicable, under this Article VII XI on account of the such Indemnitee’s 's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable IndemnitorIndemnitor or Indemnitors; provided, however, that the failure to so notify the any Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII but instead shall XI or reduce those the obligations by the amount of damages or increased costs and expenses attributable to the failure to give noticesuch Indemnitor. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIXI, the each Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee Indemnitee, at it’s, the such Indemnitor’s, 's own expense, using counsel of its own choosing reasonably acceptable to the Indemnitee; provided. The Indemnitee shall have the right to employ its own counsel in any such Proceeding, howeverhowever the fees and expenses of such counsel shall be paid by the Indemnitee unless: (i) the Indemnitor(s) shall have given prior written consent to the employment of such counsel, that if (ii) the Indemnitor Indemnitor(s) shall fail have failed or refuse refused to conduct the defense, or if (iii) the Indemnitee has been reasonably advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or Indemnitor(s) that its interests in the Proceeding are adverse to the Indemnitor’s interests, then the Indemnitee may defend against the Proceeding at the Indemnitor’s expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.in

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Seller or the Buyer (each an “Indemnitor”), as applicable, under this Article VII VI. on account of the Indemnitee’s 's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII VI. but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIVI, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, 's own expense, expense using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse to conduct the defense, or if the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s 's interests, then the Indemnitee may defend against the Proceeding at the Indemnitor’s 's expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Seller or the Buyer (each an “Indemnitor”), as applicable, under this Article VII on account of the Indemnitee’s 's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VII, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, 's own expense, expense using counsel of its own choosing reasonably acceptable to the Indemnitee; provided. The Indemnitee shall have the right to employ its own counsel in any such Proceeding, however, that if however the fees and expenses of such counsel shall be paid by the Indemnitee unless: (i) the Indemnitor shall fail have given prior written consent to the employment of such counsel, (ii) the Indemnitor shall have failed or refuse refused to conduct the defense, or if (iii) the Indemnitee has been reasonably advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s 's interests. In the event of (i), then (ii) or (iii) above, the Indemnitee may defend against the Proceeding at the Indemnitor’s 's expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld, unless (1) there is no finding or admission of any violation of any Law or Order of any Government Authority or of any violation of the rights of any Person by the Indemnitee and no effect on any other Proceedings that may be made against the Indemnitee, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnitor. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) Proceeding is initiated against any Shareholder Indemnitee Seller Indemnified Party or Buyer Indemnitee Indemnified Party (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Sellers or the Buyer (each each, an “Indemnitor”), as applicable, under this Article VII Section 8 on account of the Indemnitee’s involvement in the Proceeding, then the Indemnitee shall give prompt notice to Notify the applicable Indemnitor; provided, however, that but the failure to so notify Notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII but instead shall reduce those Section 8 except to the extent that the Indemnitor demonstrates that its ability to meet its obligations have been prejudiced by the amount of damages or increased costs and expenses attributable to the Indemnitee’s failure to give noticeNotify. Upon receipt of notice Notice of a Proceeding for which indemnification is available under this Article VIISection 8, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, ’s own expense, expense using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse to conduct the defense, or if the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s interests, then the Indemnitee may defend against Indemnitor will pay the Proceeding at reasonable fees and expenses of the Indemnitee’s separate counsel, so long as such counsel has been approved by the Indemnitor’s expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent Consent of the other, which consent Consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding described in Section 8.01(c) or 8.02(c) (each a “Proceeding”"PROCEEDING") is initiated against any Shareholder Company Indemnitee or Buyer Parent Indemnitee (each, each an “Indemnitee”"INDEMNITEE") and the such Indemnitee intends to seek indemnification from the Shareholders Company Parties or the Buyer Parent or Sub (each an “Indemnitor”"INDEMNITOR"), as applicable, under this Article VII on account of the Indemnitee’s its involvement in the such Proceeding, then the such Indemnitee shall give prompt notice to the applicable IndemnitorIndemnitor of such Proceeding; provided, however, that the failure to so notify the such Indemnitor shall not relieve the such Indemnitor of its obligations under this Article VII but instead shall reduce those such obligations by the amount of damages or increased costs and expenses attributable to the such failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIsuch notice, the such Indemnitor shall diligently defend against the such Proceeding on behalf of the such Indemnitee at it’s, the Indemnitor’s, its own expense, expense using counsel reasonably acceptable to the such Indemnitee; provided, however, that if the such Indemnitor shall fail or refuse to conduct the such defense, or if the such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor such Indemnitor, or that its interests in the such Proceeding are adverse to the such Indemnitor’s 's interests, then the such Indemnitee may defend against the such Proceeding at the such Indemnitor’s 's expense. The Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense expense, and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Such Indemnitor and Indemnitee shall cooperate with each other in the conduct of any such Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Sellers or the Buyer (each an “Indemnitor”), as applicable, under this Article VII VII. on account of the Indemnitee’s 's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII VII. but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VII, the Indemnitor shall diligently defend against the Proceeding on behalf of the Indemnitee at it’s, the Indemnitor’s, 's own expense, expense using counsel reasonably acceptable to the Indemnitee; provided, however, that if the Indemnitor shall fail or refuse to conduct the defense, or if the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor or that its interests in the Proceeding are adverse to the Indemnitor’s 's interests, then the Indemnitee may defend against the Proceeding at the Indemnitor’s 's expense. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “"Proceeding”") is initiated against any Shareholder Purchaser Indemnitee or Buyer Supplier Indemnitee (each, each an “"Indemnitee”") and the such Indemnitee intends to seek indemnification from the Shareholders Polychem or the Buyer Supplier (each an “"Indemnitor”"), as applicable, under this Article VII on account of the Indemnitee’s its involvement in the such Proceeding, then the such Indemnitee shall give prompt notice to the applicable IndemnitorIndemnitor of such Proceeding; provided, however, that the failure to so notify the such Indemnitor shall not relieve the such Indemnitor of its obligations under this Article VII but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give noticeArticle. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIsuch notice, the such Indemnitor shall diligently defend against the such Proceeding on behalf of the such Indemnitee at it’s, the Indemnitor’s, its own expense, expense using counsel reasonably acceptable to the such Indemnitee; provided, however, that if the such Indemnitor shall fail or refuse to conduct the such defense, or if the such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor such Indemnitor, or that its interests in the such Proceeding are adverse to the such Indemnitor’s 's interests, then the such Indemnitee may defend against the such Proceeding at the such Indemnitor’s 's expense. The Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense expense, and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Such Indemnitor and Indemnitee shall cooperate with each other in the conduct of any such Proceeding.

Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Shareholder Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from the Shareholders Seller or the Buyer (each an “Indemnitor”), as applicable, under this Article VII Section 3.8 on account of the Indemnitee’s 's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article VII Section 3.8 but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIISection 3.8, the Indemnitor shall diligently defend against have the Proceeding on behalf right, but not the obligation, to conduct and control, through counsel of the Indemnitee at it’s, the Indemnitor’s, own expense, using counsel its choosing that is reasonably acceptable to the Indemnitee, any third-party Proceeding (a “Third-Party Claim”), and the Indemnitor may compromise or settle the same; provided, however, that the Indemnitor shall give the Indemnitee advance notice of any proposed compromise or settlement and the Indemnitor shall not compromise or settle any Third-Party Claim without the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the payment of monetary damages borne solely by the Indemnitor, (y) does not include any admission of wrongdoing or violation of Law on the part of the Indemnitee or its Affiliates and (z) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnitee of a release from all Liability in respect thereof; provided, further, that the Indemnitor shall have no right to conduct or control any Third-Party Claim (i) if the Indemnitor shall fail or refuse fails to conduct notify the defenseIndemnitee, or if within thirty (30) days after the Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to given notice of the Indemnitor or that its interests in the Proceeding are adverse Third-Party Claim to the Indemnitor’s interests, that the Indemnitor is assuming the defense of such Third-Party Claim; (ii) unless the Indemnitor expressly agrees in writing that such Indemnitor shall be liable for all Losses related to such Third-Party Claim; (iii) if the Third-Party Claim seeks equitable relief against the Indemnitee; (iv) in the case where Seller is the Indemnitor, if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Section 3.8; (v) if upon the written advice of outside counsel, the Indemnitee may defend against determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Proceeding at Indemnitee and the Indemnitor’s expenseIndemnitor in such Proceeding; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; or (vii) if such Third-Party Claim involves a material customer or supplier of the Company. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

Representation, Settlement and Cooperation. If any ------------------------------------------ investigation, action or other proceeding described in Section 6.01(d) or 6.02(d) (each a “"Proceeding”") is initiated against any Shareholder the Company Indemnitee or ---------- Buyer Indemnitee (each, each an “"Indemnitee”") and the such Indemnitee intends to seek ---------- indemnification from the Shareholders Company or the Buyer (each an “"Indemnitor”"), as ---------- applicable, under this Article VII on account of the Indemnitee’s its involvement in the such Proceeding, then the such Indemnitee shall give prompt notice to the applicable IndemnitorIndemnitor of such Proceeding; provided, however, that the failure to so notify the such Indemnitor shall not relieve the such Indemnitor of its obligations under this Article VII Article, but instead shall reduce those such obligations by the amount of damages or increased costs and expenses attributable to the such failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Article VIIsuch notice, the such Indemnitor shall diligently defend against the such Proceeding on behalf of the such Indemnitee at it’s, the Indemnitor’s, its own expense, expense using counsel reasonably acceptable to the such Indemnitee; provided, however, that if the such Indemnitor shall fail or refuse to conduct the such defense, or if the such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to the Indemnitor such Indemnitor, or that its interests in the such Proceeding are adverse to the such Indemnitor’s 's interests, then the such Indemnitee may defend against the such Proceeding at the such Indemnitor’s 's expense. The Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense expense, and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Such Indemnitor and Indemnitee shall cooperate with each other in the conduct of any such Proceeding.