Common use of Right to Defend, Etc Clause in Contracts

Right to Defend, Etc. Within forty-five (45) days after the written assertion against an Indemnified Party by a third person of a claim or liability which would entitle the Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may be, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated therein.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by a third person which the interests of a claim or liability which would entitle the Indemnified Party would be materially prejudiced as a result of its failure to indemnification under Section 8(a) or 8(b)have received such notice; provided, as however, that if the case may bedefendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall give written notice have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the claim availability of different or additional defenses to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Indemnified Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at its own the expense and through counsel of its own choosing the indemnifying party (or parties). The Indemnified Party shall cooperate fully in contesting and defending against any the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiationsthis SECTION 11, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as all costs and expenses incurred by it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by a third person which the interests of a claim or liability which would entitle the Indemnified Party would be materially prejudiced as a result of its failure to indemnification under Section 8(a) or 8(b)have received such notice; provided, as however, that if the case may bedefendants in any action shall include both the indemnifying parties and Indemnified Party, and the Indemnified Party shall give written notice have reasonably concluded that counsel selected by the indemnifying parties have a conflict of interest because of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, availability of different or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely noticeadditional defenses, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to select separate counsel to participate at in the defense of such action on its own behalf, at the expense and through counsel of its own choosing the indemnifying parties. The Indemnified Party shall cooperate fully in contesting and defending against any the defense of such claim and in any litigation, proceedings, or settlement negotiations with respect shall make available to the indemnifying parties pertinent information under its control relating thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated therein.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any claim for indemnification hereunder shall involve any actual claim or demand by any third person against an a Buyer Indemnified Party by or a third person Seller Indemnified Party (who are referred to hereinafter as an "Indemnified Party"), the indemnifying party shall be entitled to notice of a claim or liability which would entitle and entitled (without prejudice to the right of any Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may be, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, participate at its own expense. The Indemnified Party shall have the right expense with counsel of its own choosing) to participate defend or prosecute such claim at its own expense and through counsel of its own choosing in contesting and defending against any if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such claim and notice; provided, however, that if the defendants in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery action shall include both the indemnifying party and the Indemnified Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the notice availability of claim by different or additional defenses to the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the rightright to select separate counsel to participate in the defense of such action on its behalf, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim or liabilityand shall make available to the indemnifying party pertinent information under its control relating thereto, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in this Section 12, for all costs and expenses incurred by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party it in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five seven (457) days after the written assertion against a party which is protected by the indemnification provisions of Sections 9.1 and 9.2 above (an "Indemnified Party Party") by a third person of a claim or liability which would entitle the Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may beDamages, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “"Indemnifying Party”"). Failure to give such notice, or any delay materially prejudicial to the interests of the Indemnifying Party, shall release relieve the Indemnifying Party of any obligation of indemnification with respect to such claim or liabilityliability to the extent the Indemnifying Party is in fact prejudiced by such failure or delay. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen seven (157) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim claim, or if the Indemnifying Party does not participate in such litigation, proceeding proceedings, or settlement negotiations, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s 's expense, to take such action as it deems appropriate to defend, contest, settle settle, or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it has participated therein.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third Person against an Erekesef Indemnified Party by or a third person of a claim or liability which would entitle the Global Indemnified Party (referred to indemnification under Section 8(a) or 8(bhereinafter as an "Indemnified Party"), as the case may be, indemnifying party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing in contesting and defending against any to control such claim and defense if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of action shall include both the notice of claim by the indemnifying party and an Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have reasonably concluded that counsel selected by the rightindemnifying party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, each Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim or liabilityand shall make available to the indemnifying party pertinent information under its control relating thereto, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in this Section 10, for all costs and expenses incurred by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party it in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any indemnification pursuant to Section 5.1 involve any actual claim or demand by any third party against an Indemnified Party, the indemnifying party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party by to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action shall include both an Indemnified Party and an indemnifying party and there is a third person material conflict of a claim or liability which interest that would entitle prevent counsel for the indemnifying party from providing suitable representation of the Indemnified Party because of the availability of different or additional legal defenses to indemnification the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. All notices under this Section 5.5 must be given prior to the time by which the interests of the party or parties to be notified will be materially prejudiced as a result of the failure to have received such notice. The failure to give such notice shall not relieve any party of any liability which it may have other than under Section 8(a) or 8(b)5.1, except to the extent the party entitled to such notice is prejudiced thereby. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying party, as the case may be, the Indemnified Party all pertinent information under its control relating thereto, but shall give written notice of the claim be entitled to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such noticebe reimbursed, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing as provided in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiationsSection 5.1, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as all reasonable costs and expenses incurred by it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by a third person which the interests of a claim or liability which would entitle the Indemnified Party would be materially prejudiced as a result of its failure to indemnification under Section 8(a) or 8(b)have received such notice; provided, as however, that if the case may bedefendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall give written notice have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the claim availability of different or additional defenses to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Indemnified Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at its own the expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim indemnifying party (or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the parties). The Indemnified Party shall have cooperate fully in the right, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any defense of such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated therein.and

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third Person against an Erekesef Indemnified Party by or a third person of a claim or liability which would entitle the Global Indemnified Party (referred to indemnification under Section 8(a) or 8(bhereinafter as an "Indemnified Party"), as the case may be, indemnifying party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing in contesting and defending against any to control such claim and defense if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; PROVIDED, HOWEVER, that if the defendants in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of action shall include both the notice of claim by the indemnifying party and an Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have reasonably concluded that counsel selected by the rightindemnifying party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, each Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim or liabilityand shall make available to the indemnifying party pertinent information under its control relating thereto, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in this SECTION 10, for all costs and expenses incurred by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party it in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by a third person which the interests of a claim or liability which would entitle the Indemnified Party would be materially prejudiced as a result of its failure to indemnification under Section 8(a) or 8(b)have received such notice; provided, as however, that if the case may bedefendants in any action shall include both the indemnifying parties and Indemnified Party, and the Indemnified Party shall give written notice have reasonably concluded that counsel selected by the indemnifying parties have a conflict of interest because of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, availability of different or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely noticeadditional defenses, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to select separate counsel to participate at in the defense of such action on its own behalf, at the expense and through counsel of its own choosing the indemnifying parties. The Indemnified Party shall cooperate fully in contesting and defending against any the defense of such claim and in any litigation, proceedings, or settlement negotiations with respect shall make available to the indemnifying parties pertinent information under its control relating thereto. IfThis subparagraph does not apply to individual claims in an amount below $1,000; provided, within fifteen (15) days after delivery of the however, notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party any claims within 90 days of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party Closing shall have the right, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinrequired.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to indemnification shall involve any actual or threatened claim or demand by any other third party against an Indemnified Party by a third person of a claim or liability which would entitle the Surviving Corporation, the Indemnified Party may upon written request require the Indemnifying Party, at the expense of the Indemnifying Party through counsel of its own choosing, to indemnification under Section 8(a) defend or 8(b)prosecute such claim or demand in the name of the Indemnified Party or the Surviving Corporation, as the case may be, (without prejudice to the right of the Indemnified Party or the Surviving Corporation to participate through counsel of its own choosing). The Indemnified Party shall give written notice cooperate in the defense or prosecution of said claim or demand, including providing the Indemnifying Party with access to such books and records of the claim to Surviving Corporation or the party obligated to indemnify it (Acquiror in the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests possession of the Indemnifying Party, which shall release be reasonably deemed by the Indemnifying Party of any obligation of indemnification with respect to such relate to said claim or liabilitydemand and shall be entitled to be reimbursed, as provided in Sections 7.3, 11.2, 11.3 or 11.6, for all costs and expenses incurred by it in connection therewith. Upon receipt No settlement shall be effected by an Indemnified Party to which it may claim indemnification from an Indemnifying Party without the consent of timely notice, the Indemnifying Party but such consent shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinunreasonably withheld.

Right to Defend, Etc. Within forty-five seven (457) days after the written assertion against an Indemnified Party by a third person of a claim or liability which would entitle the Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may beDamages, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “"Indemnifying Party”"). Failure to give such notice, or any delay materially prejudicial to the interests of the Indemnifying Party, shall release relieve the Indemnifying Party of any obligation of indemnification with respect to such claim or liabilityliability to the extent the Indemnifying Party is in fact prejudiced by such failure or delay. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen seven (157) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim claim, or if the Indemnifying Party does not participate in such litigation, proceeding proceedings, or settlement negotiations, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s 's expense, to take such action as it deems appropriate to defend, contest, settle settle, or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it has participated therein.

Right to Defend, Etc. Within forty-five (45a) days after If the written assertion facts giving rise to any such indemnification shall involve any actual Claim or demand by any third party against an Indemnified Party by a third person of a claim or liability which would entitle the Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may beParty, the Indemnified Party indemnifying party shall give written be entitled to notice of the claim and entitled to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give defend or prosecute such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, Claim at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing if it advises in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, writing of its intention to do so to the Indemnified Party within fifteen thirty (1530) days after delivery of the notice of claim by such Claim has been given to the Indemnified Party, indemnifying party (without prejudice to the Indemnifying Party fails to advise the right of any Indemnified Party to participate at its expense through counsel of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the own choosing). Such Indemnified Party shall have cooperate in the rightdefense and/or settlement of such Claim, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in Section 10.03 hereof, for all costs and expenses incurred by it in connection therewith. No settlement of any Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld; provided, however, that if such indemnifying party has been offered the opportunity to defend such Claim and all rulingshas elected not to do so then settlement may be made without the consent of the indemnifying party. (b) Notwithstanding Section 10.03(a) hereof, judgments, compromises, and settlements reached by the Indemnified Party in good faithif, in the same manner as if it participated therein.reasonable opinion of PC411, any Claim involves an issue or matter which could have a materially adverse effect on the business, operations, assets or prospects of PC411 or the Surviving Corporation, then, and

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to an Indemnifiable Claim pursuant to Section 10.2 or 10.3 involve any actual Claim or demand by any third party against an Indemnified Party, the Indemnifying Party by a third person shall be entitled to notice of a claim and be entitled (without prejudice to the right of any Indemnified Party to participate at its expense through counsel of its own choosing) to defend or liability prosecute such Claim at its expense and through counsel of its own choosing, which would entitle counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party; provided that if the defendants in any action shall include both an Indemnified Party and an Indemnifying Party and the Indemnified Party shall have reasonably concluded, after consultation with the Indemnifying Party, that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional legal defenses to indemnification the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party. All notices under this Section 8(a) 10.4 shall be given prior to the time by which the interests of the party or 8(b)parties to be notified will be materially prejudiced as a result of the failure to have received such notice. Such Indemnified Party shall cooperate fully in the defense of such Claim and shall make available to the Indemnifying Party, as the case may be, the Indemnified Party all pertinent information under its control relating thereto, but shall give written notice of the claim be entitled to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such noticebe reimbursed, as provided in Section 10.2 or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations10.3, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as all costs and expenses incurred by it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five fifteen (4515) days after the written assertion against an Indemnified Party indemnified party by a third person of a claim or liability which would entitle the Indemnified Party indemnified party to indemnification under Section 8(a) or 8(b), as the case may bedamages, the Indemnified Party indemnified party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”"INDEMNIFYING PARTY"). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying PartyINDEMNIFYING PARTY, shall release relieve the Indemnifying Party INDEMNIFYING PARTY of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party INDEMNIFYING PARTY shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Partyindemnified party, the Indemnifying Party INDEMNIFYING PARTY fails to advise the Indemnified Party indemnified party of its agreement to contest and defend against any such claim claim, or if the Indemnifying Party INDEMNIFYING PARTY does not participate in such litigation, proceeding proceedings, or settlement negotiations, for any reason, then the Indemnified Party indemnified party shall have the right, at the Indemnifying Party’s INDEMNIFYING PARTY's expense, to take such action as it deems appropriate to defend, contest, settle settle, or compromise any such claim or liability, and the Indemnifying Party INDEMNIFYING PARTY agrees to be bound by any and all rulings, judgmentsjudgment, compromises, and settlements reached by the Indemnified Party indemnified party in good faith, in the same manner as if it had participated therein.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts given rise to any indemnification pursuant to SECTION 14.1 or SECTION 14.2 shall involve any actual claim or demand by any third party against an Indemnified Party indemnified party, the indemnifying party shall be entitled to notice of and entitled (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the indemnified party, if it gives written notice of its intention to do so to the indemnified party; provided, however, that if the defendants in any action shall include both an indemnified party and an indemnifying party and the indemnified party shall have reasonably concluded, after consultation with the indemnifying party, that counsel selected by the indemnifying party has a third person conflict of interest because of the availability of different or additional legal defenses to the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. All notices under this SECTION 14.3 must be given prior to the time by which the interests of the party or parties to be notified will be materially prejudiced as a claim or result of the failure to have received such notice. The failure to give such notice shall not relieve any party of any liability which would entitle it may have other than under SECTION 14.1 or SECTION 14.2. Such indemnified party shall cooperate fully in the Indemnified Party defense of such claim and shall make available to indemnification under Section 8(a) or 8(b)the indemnifying party, as the case may be, the Indemnified Party all pertinent information under its control relating thereto, but shall give written notice of the claim be entitled to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such noticebe reimbursed, as provided in SECTION 14.1 or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiationsSECTION 14.2, for any reason, then the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to take such action as all costs and expenses incurred by it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any claim for indemnification hereunder shall involve any actual claim or demand by any third person against an a Red Cross Indemnified Party by or a third person Seller Indemnified Party (who are referred to hereinafter as an “Indemnified Party”), the indemnifying party shall be entitled to notice of a claim or liability which would entitle and entitled (without prejudice to the right of any Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may be, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, participate at its own expense. The Indemnified Party shall have the right expense with counsel of its own choosing) to participate defend or prosecute such claim at its own expense and through counsel of its own choosing in contesting and defending against any if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such claim and notice; provided, however, that if the defendants in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery action shall include both the indemnifying party and the Indemnified Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the notice availability of claim by different or additional defenses to the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the rightright to select separate counsel to participate in the defense of such action on its behalf, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim or liabilityand shall make available to the indemnifying party pertinent information under its control relating thereto, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in this Section, for all reasonable costs and expenses incurred by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party it in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five fifteen (4515) days after the written assertion against an Indemnified Party indemnified party by a third person of a claim or liability which would entitle the Indemnified Party indemnified party to indemnification under Section 8(a) or 8(b), as the case may bedamages, the Indemnified Party indemnified party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”"INDEMNIFYING PARTY"). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying PartyINDEMNIFYING PARTY, shall release relieve the Indemnifying Party INDEMNIFYING PARTY of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party INDEMNIFYING PARTY shall undertake the responsibility for the defense of such claim, at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Partyindemnified party, the Indemnifying Party INDEMNIFYING PARTY fails to advise the Indemnified Party indemnified party of its agreement to contest and defend against any such claim claim, or if the Indemnifying Party INDEMNIFYING PARTY does not participate in such litigation, proceeding proceedings, or settlement negotiations, for any reason, then the Indemnified Party indemnified party shall have the right, at the Indemnifying Party’s INDEMNIFYING PARTY's expense, to take such action as it deems appropriate to defend, contest, settle settle, or compromise any such claim or liability, and the Indemnifying Party INDEMNIFYING PARTY agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party indemnified party in good faith, in the same manner as if it had participated therein.

Right to Defend, Etc. Within forty-five (45) days after If the written assertion facts giving rise to any claim for indemnification hereunder shall involve any actual claim or demand by any third person against an a Buyer Indemnified Party by a third person of a claim or liability which would entitle the (who are referred to hereinafter as an “Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may be, the Indemnified Party shall give written notice of the claim to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake be entitled to notice of and entitled (without prejudice to the responsibility for the defense right of such claim, any Indemnified Party to participate at its own expense. The Indemnified Party shall have the right expense with counsel of its own choosing) to participate defend or prosecute such claim at its own expense and through counsel of its own choosing in contesting and defending against any if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such claim and notice; provided, however, that if the defendants in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery action shall include both the indemnifying party and the Indemnified Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the notice availability of claim by different or additional defenses to the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the Indemnified Party shall have the rightright to select separate counsel to participate in the defense of such action on its behalf, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim or liabilityand shall make available to the indemnifying party pertinent information under its control relating thereto, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided in this Section 13, for all costs and expenses incurred by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party it in good faith, in the same manner as if it participated thereinconnection therewith.

Right to Defend, Etc. Within forty-five (45a) days after If the written assertion facts giving rise to any such indemnification shall involve any actual Claim or demand by any third party against an Indemnified Party by a third person of a claim or liability which would entitle the Indemnified Party to indemnification under Section 8(a) or 8(b), as the case may beParty, the Indemnified Party indemnifying party shall give written be entitled to notice of the claim and entitled to the party obligated to indemnify it (the “Indemnifying Party”). Failure to give defend or prosecute such notice, or delay materially prejudicial to the interests of the Indemnifying Party, shall release the Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall undertake the responsibility for the defense of such claim, Claim at its own expense. The Indemnified Party shall have the right to participate at its own expense and through counsel of its own choosing if it advises in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, writing of its intention to do so to the Indemnified Party within fifteen thirty (1530) days after delivery of the notice of claim by such Claim has been given to the Indemnified Party, indemnifying party (without prejudice to the Indemnifying Party fails to advise the right of any Indemnified Party to participate at its expense through counsel of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the own choosing). Such Indemnified Party shall have cooperate in the rightdefense and/or settlement of such Claim, at the Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the Indemnifying Party agrees but shall be entitled to be bound reimbursed, as provided herein, for all costs and expenses incurred by it in connection therewith. No settlement of any Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld; provided, however, that if such indemnifying party has been offered the opportunity to defend such Claim and all rulingshas elected not to do so then settlement may be made without the consent of the indemnifying party. (b) Notwithstanding Section 3.03(a) hereof, judgments, compromises, and settlements reached by the Indemnified Party in good faithif, in the same manner as if it participated thereinreasonable opinion of Complete, any Claim involves an issue or matter which could have a materially adverse effect on the business, operations, assets or prospects of Complete or Newco, then, and in such event, Complete shall have the right to control the defense or settlement of any such Claim. If Complete should so elect to exercise such right, the indemnifying party shall have the right to participate in, but not control, the defense or settlement of such Claim. No settlement of any such Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld.