Common use of Right to Defend, Etc Clause in Contracts

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for indemnification hereunder by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (a “Third Party Claim”), the Buyer Indemnified Party shall also give the Majority Shareholder written notice of such claim as to which such Buyer Indemnified Party may request indemnification hereunder or as to which the Threshold may be applied as soon as is practicable and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns of such Claim; provided, however, that the failure to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim shall not consent to a settlement of, or the entry of any judgment arising from, any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim to such Buyer Indemnified Parties, who may then continue to pursue the defense of such matter, free of any participation by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim (including, for the avoidance of doubt, any costs and expenses incurred therewith).

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any indemnification hereunder under Section 10 or 11 hereof shall involve an actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party against a ARI Indemnified Party or an ACF Indemnified Party (a the “Third Party ClaimIndemnified Party”), the Buyer party which may be liable for indemnification (the “Indemnifying Party”) shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party shall also give the Majority Shareholder 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 if it gives written notice of such claim as its intention to do so no later than the time by which such Buyer the interests of the Indemnified Party may request indemnification hereunder or would be materially prejudiced as a result of its failure to which the Threshold may be applied as soon as is practicable and in any event within twenty (20) days of the time that have received such Buyer Indemnified Party learns of such Claimnotice; provided, however, that if the failure to do so defendants in any action shall not relieve include both a Indemnifying Party and an Indemnified Party and the Majority Shareholder from any liability except Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent select separate counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, participate in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim action on its behalf, at the expense of the Indemnifying Party. The failure so to notify the Indemnifying Party shall not consent to a settlement of, or the entry relieve them of any judgment arising from, liability which they may have to any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Party. The Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability shall cooperate fully in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim and shall make available to such Buyer Indemnified Partiesthe Indemnifying Party pertinent information under its control relating thereto, who may then continue but shall be entitled to pursue be reimbursed, as provided in this Article 10, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith. If any Indemnifying Party assumes the defense of any such matterclaims, free the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any participation settlement approved by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder Indemnifying Party or any judgment in connection with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim (includingor litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within 10 days after demand, for unless there is a claim or demand by a third party in which event payment shall be made within 10 days after final judgment, settlement or comprise, as the avoidance of doubt, any costs and expenses incurred therewith)case may be.

Right to Defend, Etc. If the facts giving rise to any indemnification under this Section 10 shall involve any claim or demand by any person against any of the indemnified parties (a) Any Buyer an "Indemnified Party may make Claims for indemnification hereunder by giving prompt written Claim"), the indemnifying party shall be entitled to notice thereof of such Indemnified Claim. If the indemnified party shall fail to provide the Majority Shareholder, indemnifying party with notice of such Indemnified Claim prior to the end time by which the interests of the applicable survival period. If indemnification is sought for indemnifying party would be materially prejudiced as a Claim by or in respect result of its failure to have received such notice, the amount of any third indemnification to be paid to such indemnified party (with respect to such Indemnified Claim shall be reduced by the amount of any loss actually sustained by the indemnifying party as a “Third Party Claim”), the Buyer Indemnified Party shall also give the Majority Shareholder written notice result of such claim as prejudice. The indemnifying party shall be entitled (without prejudice to which such Buyer Indemnified Party may request indemnification hereunder or as to which the Threshold may be applied as soon as is practicable and in any event within twenty (20) days right of the time that such Buyer Indemnified Party learns of such Claim; provided, however, that the failure indemnified party to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, participate at its own expense through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, in the defense or settlement prosecution of any such Third Party Claim (subject Indemnified Claim; PROVIDED that such participation shall not affect the right of the indemnifying party to control such defense or prosecution on behalf of the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not indemnified party) to defend or ifprosecute such Indemnified Claim at its or their expense and through counsel reasonably satisfactory to the indemnified party. At any time following written notice from the indemnified party, after commencing the indemnifying party may assume the defense or prosecution of such Indemnified Claim by providing a written undertaking of their agreement to assume the defense or prosecution of such Indemnified Claim at their sole cost and expense in accordance with this Agreement; PROVIDED, HOWEVER, that any indemnifying party may defend or prosecute such Indemnified Claim with reputable attorneys of its own choosing until it shall have received the foregoing notice from the indemnifying party; PROVIDED, FURTHER, that if the defendants in any action shall include the indemnifying party and the indemnified party, and any such defense, indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest which under the Rules of Professional Conduct of the California Bar Association would prohibit the representation because of the availability of different or additional defenses to any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from indemnified party, such defense, the Buyer Indemnified Party indemnified party shall have the right to undertake select separate counsel reasonably acceptable to the defense. If indemnifying party to participate in the Majority Shareholder is not controlling defense of such defenseIndemnified Claim on its behalf, at the Majority Shareholder may participate therein at its own expense. Unlessexpense of the indemnifying party, it being understood, however that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the reasonable opinion of competent counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests same jurisdiction arising out of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counselsame general allegations or circumstances, in which case be liable for the fees and expenses of more than one separate firm of attorneys at any time for such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth indemnified party. The indemnified party shall cooperate fully in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours Claim hereunder and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim shall not consent make available to a settlement of, or the entry of any judgment arising from, any such Claim without the prior written consent of the party not controlling assuming such defense (which consent pertinent information under such indemnified party's control relating thereto, but shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Claim, except for payments that would be required entitled to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from reimbursed for all liability in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim to such Buyer Indemnified Parties, who may then continue to pursue the defense of such matter, free of any participation by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim (including, for the avoidance of doubt, any costs and expenses incurred by the indemnified party in connection therewith).

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article 8 shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (against a “Third Party Claim”), the Buyer PCN Indemnified Party or a Seller Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 8.1 or 8.2, as the case may be (the "Indemnifying Party") shall also give the Majority Shareholder be entitled to written 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 as at its expense and through counsel of its own choosing if it gives written notice of its intention to which such Buyer Indemnified Party may request indemnification hereunder or as to which do so no later than the Threshold may be applied as soon as is practicable and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns 15th day following receipt of such Claimwritten notice; provided, however, that if the failure to do so defendants in any action shall not relieve include both a Indemnifying Party and an Indemnified Party and the Majority Shareholder from any liability except Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake select separate counsel (the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion fees of competent which counsel shall be reasonably satisfactory to the Buyer Indemnified Indemnifying Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, ) to partici- pate in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim action on its behalf, at thx xxpense of the Indemnifying Party. The failure so to notify an Indemnifying Party shall not consent to a settlement of, or the entry relieve it of any judgment arising from, liability which it may have to any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties Party except to the extent it (a) includes an express and unconditional release to which such liability may have been mitigated as a result of the Buyer Indemnified Parties timely receipt of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer notice. The Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability shall cooperate fully in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim and shall make available to such Buyer Indemnified Partiesthe Indemnifying Party pertinent information under its control relating thereto, who may then continue but shall be entitled to pursue be reimbursed, as provided in this Article 8, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith, including, without limitation, reasonable fees and disbursements of counsel. Subject to Section 8.3(b), if any Indemnifying Party assumes the defense of any such matterclaims, free the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any participation settlement approved by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder Indemnifying Party or any judgment in connection with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim (includingor litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within 10 days after demand, for unless there is a claim or demand by a third party in which event payment shall be made within 10 days after final judgment, settlement or comprise, as the avoidance of doubt, any costs and expenses incurred therewith)case may be.

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article 12 shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (a “"Third Party Claim”), the Buyer ") against a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 12.1 or 12.2, as the case may be (the "Indemnifying Party") shall also give the Majority Shareholder written be entitled to notice of such claim claim. At such time as to which such Buyer Indemnified the remedy sought in the Third Party Claim is solely money damages or if Medical Manager otherwise permits, then Seller, at its sole cost and expense, may request indemnification hereunder or as to which assume the Threshold may be applied as soon as is practicable and in any event within twenty (20) days defense of the time that such Buyer Indemnified Third Party learns of such Claim; provided, however, that . If Seller assumes the failure to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case defense of a Third Party Claim, provided that (i) such Third Party Claim does not seek then Seller shall select counsel reasonably satisfactory to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right Medical Manager to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake conduct the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim Seller shall not consent to a settlement of, or the entry of any judgment arising from, any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Third Party Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim to such Buyer Indemnified Parties, who may then continue to pursue the defense of such matter, free of any participation by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder with respect thereto shall not exceed the lesser of unless (i) the amount settlement or judgment is solely for money damages and Seller admits in writing its liability to hold Medical Manager and the Purchaser harmless from and against any losses, damages, expenses and liabilities arising out of the offer of such settlement that such Buyer Indemnified Parties refused to accept or judgment or (ii) Medical Manager reasonably consents thereto. Seller shall provide Medical Manager with ten (10) days prior written notice before it consents to a settlement of, or the aggregate Losses entry of a judgment arising from, any Third Party Claim. Medical Manager and the Purchaser shall be entitled to participate, at their own expense, in the defense of any Third Party Claim, the defense of which is assumed by Seller with its own counsel. With respect to Third Party Claims in which, and for so long as, the remedy sought is not money damages and Medical Manager does not permit Seller to assume the defense, Seller shall, upon notice to Medical Manager within fifteen (15) days after Seller receives notices of the Buyer Indemnified Parties Third Party Claim, be entitled to participate in the defense with his own counsel at its own expense. In such instance, or if Seller does not assume or participate in the defense of any Third Party Claim in accordance with the terms of this Section, Seller shall be bound by the results obtained by Medical Manager with respect to such claim the Third Party Claim. Medical Manager shall provide Seller with ten (including10) days prior written notice before it consents to a settlement of, for or the avoidance entry of doubta judgment arising from, any costs and expenses incurred therewith)such Third Party Claim.

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article VII shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (against a “Third Party Claim”), the Buyer Purchaser Indemnified Party or a Company Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 7.01 or 7.02, as the case may be (the "Indemnifying Party") shall also give the Majority Shareholder written 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 as to which such Buyer Indemnified Party may request indemnification hereunder or as to which the Threshold may be applied as soon as is practicable at its expense and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns of such Claim; provided, however, that the failure to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing if it gives written notice of its intention to do so no later than the 15th day following receipt of such notice; PROVIDED, HOWEVER, that is reasonably acceptable if the defendants in any action shall include both a Indemnify ing Party and an Indemnified Party and the Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent select separate counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, participate in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim action on its behalf, at the expense of the Indemnifying Party. The failure so to notify an Indemnifying Party shall not consent to a settlement of, or the entry relieve it of any judgment arising from, liability which it may have to any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties Party except to the extent it (a) includes an express and unconditional release to which such liability may have been mitigated as a result of the Buyer Indemnified Parties timely receipt of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer notice. The Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability shall cooperate fully in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim and shall make available to such Buyer Indemnified Partiesthe Indemnifying Party pertinent information under its control relating thereto, who may then continue but shall be entitled to pursue be reimbursed, as provided in this Article VII, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith, including, without limitation, reasonable fees and disbursements of counsel. If any Indemnifying Party assumes the defense of any such matterclaims, free the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any participation settlement approved by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder Indemnifying Party or any judgment in connection with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim or litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within ten (including10) days after demand, for unless there is a claim or demand by a third party in which event payment shall be made within ten (10) days after final judgment, settlement or comprise, as the avoidance of doubt, any costs and expenses incurred therewith)case may be.

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article 13 shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (a “"Third Party Claim”), the Buyer ") against a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 13.1 or 13.2, as the case may be (the "Indemnifying Party") shall also give the Majority Shareholder written be entitled to notice of such claim claim. At such time as to which such Buyer Indemnified the remedy sought in the Third Party Claim is solely money damages or if Medical Manager otherwise permits, then Sellers, at their sole cost and expense, may request indemnification hereunder or as to which assume the Threshold may be applied as soon as is practicable and in any event within twenty (20) days defense of the time that such Buyer Indemnified Third Party learns of such Claim; provided, however, that . If Sellers assume the failure to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case defense of a Third Party Claim, provided that (i) such Third Party Claim does not seek then Sellers shall select counsel reasonably satisfactory to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right Medical Manager to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake conduct the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim Sellers shall not consent to a settlement of, or the entry of any judgment arising from, any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Third Party Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim to such Buyer Indemnified Parties, who may then continue to pursue the defense of such matter, free of any participation by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder with respect thereto shall not exceed the lesser of unless (i) the amount settlement or judgment is solely for money damages and Seller admits in writing its liability to hold Medical Manager and the Purchaser harmless from and against any losses, damages, expenses and liabilities arising out of the offer of such settlement that such Buyer Indemnified Parties refused to accept or judgment or (ii) Medical Manager reasonably consents thereto. Sellers shall provide Medical Manager with ten (10) days prior written notice before it consents to a settlement of, or the aggregate Losses entry of a judgment arising from, any Third Party Claim. Medical Manager and the Purchaser shall be entitled to participate, at their own expense, in the defense of any Third Party Claim, the defense of which is assumed by Sellers with its own counsel. With respect to Third Party Claims in which, and for so long as, the remedy sought is not money damages and Medical Manager does not permit Sellers to assume the defense, Sellers shall, upon notice to Medical Manager within fifteen (15) days after Sellers receives notices of the Buyer Indemnified Parties Third Party Claim, be entitled to participate in the defense with his own counsel at its own expense. In such instance, or if Sellers does not assume or participate in the defense of any Third Party Claim in accordance with the terms of this Section, Sellers shall be bound by the results obtained by Medical Manager with respect to such claim the Third Party Claim. Medical Manager shall provide Sellers with ten (including10) days prior written notice before it consents to a settlement of, for or the avoidance entry of doubta judgment arising from, any costs and expenses incurred therewith)such Third Party Claim.

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article 12 shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (against a “Third Party Claim”), the Buyer Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 12.1 or 12.2, as the case may be (the "Indemnifying Party") shall also give be entitled to notice of and entitled (without prejudice to the Majority Shareholder 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 if it gives written notice of such claim as its intention to which such Buyer Indemnified Party may request indemnification hereunder or as to which do so no later than the Threshold may be applied as soon as is practicable and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns 15th day following receipt of such Claimnotice of such claim; provided, however, that the failure to do so shall not relieve the Majority Shareholder from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that if: (i) such Third the defendants in any action shall include both a Indemnifying Party Claim does not seek to impose any Liability on the Buyer and an Indemnified Party other than money damages and the Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party; or (ii) the Indemnifying Party is not, in all reasonably foreseeable Losses of such respects, diligently and competently defending the claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent select separate counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, participate in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim action on its behalf, at the expense of the Indemnifying Party. The failure so to notify an Indemnifying Party shall not consent to a settlement of, or relieve the entry Indemnifying Party of any judgment arising from, liability which it may have to any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties to the extent it (a) includes an express and unconditional release of the Buyer Indemnified Parties of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer Party. The Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability shall cooperate fully in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim and shall make available to such Buyer Indemnified Partiesthe Indemnifying Party pertinent information under its control relating thereto, who may then continue but shall be entitled to pursue the defense of such matterbe reimbursed, free of any participation by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim (includingas provided in this Article 12, for the avoidance of doubt, any all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith). Payment by an Indemnifying Party to an Indemnified Party shall be made within 10 days after demand, unless there is a claim or demand by a third party in which event payment shall be made within 10 days after final judgment, settlement or comprise, as the case may be.

Right to Defend, Etc. (a) Any Buyer Indemnified Party may make Claims for If the facts giving rise to any such indemnification hereunder pursuant to this Article VII shall involve any actual claim or demand by giving prompt written notice thereof to the Majority Shareholder, prior to the end of the applicable survival period. If indemnification is sought for a Claim by or in respect of any third party (against a “Third Party Claim”), the Buyer Purchaser Indemnified Party or a Company Indemnified Party, as the case may be (an "Indemnified Party") the party required to indemnify such Indemnified Party pursuant to Sections 7.01 or 7.02, as the case may be (the "Indemnifying Party") shall also give be entitled to notice of and entitled (without prejudice to the Majority Shareholder right of any Indemnified Party 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 if it gives written notice of such claim as its intention to which such Buyer Indemnified Party may request indemnification hereunder or as to which do so no later than the Threshold may be applied as soon as is practicable and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns 15th day following receipt of such Claimnotice; provided, however, that if the failure to do so defendants in any action shall not relieve include both a Indemnify ing Party and an Indemnified Party and the Majority Shareholder from any liability except Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall state in reasonable detail the basis and nature of such claim and shall specify the representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of a Third Party Claim, provided that (i) such Third Party Claim does not seek to impose any Liability on the Buyer Indemnified Party other than money damages and (ii) the reasonably foreseeable Losses of such claim, together with all other claims for indemnification hereunder, exceed the Threshold but do not exceed the Cap, the Majority Shareholder shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such Third Party Claim (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects not to defend or if, after commencing or undertaking any such defense, of any such Third Party Claim the Majority Shareholder fails to diligently prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense. If the Majority Shareholder is not controlling such defense, the Majority Shareholder may participate therein at its own expense. Unless, in the reasonable opinion of competent select separate counsel to the Buyer Indemnified Party, a conflict of interest exists between the interests of the Buyer Indemnified Party and the Majority Shareholder that requires representation by separate counsel, participate in which case the fees and expenses of one such separate counsel will be paid by the Majority Shareholder (subject to the limitations set forth in this Article IX, including those in Section 9.06). If the Majority Shareholder elects to assume the defense of any Third Party Claim, the Buyer Indemnified Party shall provide the Majority Shareholder and its outside counsel with access to their personnel relating to any such claim during normal business hours and shall otherwise reasonably cooperate with the Majority Shareholder in the defense or settlement thereof. The party controlling the defense of such Claim action on its behalf, at the expense of the Indemnifying Party. The failure so to notify an Indemnifying Party shall not consent to a settlement of, or the entry relieve it of any judgment arising from, liability which it may have to any such Claim without the prior written consent of the party not controlling such defense (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Majority Shareholder may consent to such a settlement or entry of judgment without the consent of the Buyer Indemnified Parties Party except to the extent it (a) includes an express and unconditional release to which such liability may have been mitigated as a result of the Buyer Indemnified Parties timely receipt of all liability with respect to such Claim, except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, and the amount payable thereunder does not exceed the Cap or the limitations contemplated by Section 9.06(c), as applicable, (b) imposes no injunctive or other equitable relief against any Buyer notice. The Indemnified Party and (c) does not involve a finding or admission of wrongdoing; and provided further, however, that if the Buyer Indemnified Parties refuse to consent to a bona fide offer of settlement that the Majority Shareholder wishes to accept and that (w) involves no payment of money by such Buyer Indemnified Parties (other than pursuant to the Threshold), (x) involves no material limitation on the future operation of the business of the Company and its Subsidiaries, (y) does not involve a finding or admission of wrongdoing and (z) releases such Buyer Indemnified Parties from all liability shall cooperate fully in connection with such Claim except for payments that would be required to be paid by the Buyer Indemnified Parties representing the Threshold, the Majority Shareholder may reassign the defense of such claim and shall make available to such Buyer Indemnified Partiesthe Indemnifying Party pertinent information under its control relating thereto, who may then continue but shall be entitled to pursue be reimbursed, as provided in this Article VII, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith, including, without limitation, reasonable fees and disbursements of counsel. If any Indemnifying Party assumes the defense of any such matterclaims, free the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any participation settlement approved by the Majority Shareholder, at the sole cost and expense of such Buyer Indemnified Parties. In such event, the obligation of the Majority Shareholder Indemnifying Party or any judgment in connection with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Buyer Indemnified Parties refused to accept or (ii) the aggregate Losses of the Buyer Indemnified Parties with respect to such claim or litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within ten (including10) days after demand, for unless there is a claim or demand by a third party in which event payment shall be made within ten (10) days after final judgment, settlement or comprise, as the avoidance of doubt, any costs and expenses incurred therewith)case may be.