Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY") shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party (an "INDEMNIFYING PARTY") may be required to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly (and in any event within 10 days of receipt by such Indemnified Party of notice of such claim) notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one counsel to represent it if the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"a) shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party Person from whom indemnification is sought under this Article IX (an "INDEMNIFYING PARTY"the “Indemnifying Party”) may be required have liability to pay an indemnity any Person claiming indemnification under this Article IX (the “Indemnified Party”) hereunder pursuant to Sections 8.2 or 8.3 hereof (which, for the avoidance of doubt, shall not include any claim for which the Indemnified Party’s sole recourse is under the R&W Insurance Policy) is asserted against or sought to be collected from any Indemnified Party by a third partyparty (a “Third Party Claim”), such Indemnified Party shall shall, promptly (and in any event within 10 days of receipt by following such Indemnified Party’s receipt of a Third Party of notice of such claim) Claim, notify the Indemnifying Party in writing of such claim or demand and Third Party Claim including reasonable details with respect thereto, the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable, and, to the extent practicable, any other material details pertaining thereto (which estimate a “Claim Notice”); provided, that the failure to give such Claim Notice shall not be conclusive of the final amount of such claim and demand) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if relieve the Indemnifying Party undertakes of its obligations hereunder, except to the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event extent that the Indemnifying Party notifies is actually and materially damaged or prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. Subject to the Indemnified Party that it will defend the Indemnified Party against such claim or demandlimitations set forth in Section 9.2(b), the Indemnifying Party shall have thirty (30) days after receipt of a Claim Notice to assume the right conduct and control, through counsel reasonably acceptable to defend the Indemnified Party by appropriate proceedings and shall have at the sole power to direct expense of the Indemnifying Party, of the settlement or defense of the applicable Third Party Claim, and control such defense. If any the Indemnified Party desires shall cooperate with the Indemnifying Party in connection therewith; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in any such settlement or defense it may do so at its sole cost through counsel chosen by such Indemnified Party; provided, further, that the fees and expense; provided that it expenses of such counsel shall comply with reasonable instructions from be borne by such Indemnified Party. In the event the Indemnifying Party assumes conduct and control of a Third Party Claim, the Indemnifying Party shall not, except with the consent in writing of the Indemnified Party (which shall not take be unreasonably withheld, conditioned or delayed), enter into any formal actions inconsistent settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (y) does not include as a term thereof the giving by the Person(s) asserting such Claim against the Indemnified Party of an express and unconditional release from all liability with respect to such Third Party Claim. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or adverse settle any such Third Party Claim; provided, that if the Indemnified Party does pay or settle such Third Party Claim it shall waive any right to indemnity by the Indemnifying Party for the Losses set forth in the Claim Notice solely with respect to such matters that have been paid or settled unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice that it elects to undertake the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoingapplicable Third Party Claim, the Indemnified Party shall have the right to employ one counsel to represent it if contest the Indemnified Party believes, based upon Claim at the advice expense of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim enter into any settlement of, or demand consent in writing to entry of any judgment with respect to, such [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Third Party Claim, without the consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof).

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"a) shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party Person from whom indemnification is sought under this Article IX (an "INDEMNIFYING PARTY"the “Indemnifying Party”) may be required have liability to pay an indemnity any Person claiming indemnification under this Article IX (the “Indemnified Party”) hereunder pursuant to Sections 8.2 or 8.3 hereof (which, for the avoidance of doubt, shall not include any claim for which the Indemnified Party’s sole recourse is under the R&W Insurance Policy) is asserted against or sought to be collected from any Indemnified Party by a third partyparty (a “Third Party Claim”), such Indemnified Party shall shall, promptly (and in any event within 10 days of receipt by following such Indemnified Party’s receipt of a Third Party of notice of such claim) Claim, notify the Indemnifying Party in writing of such claim or demand and Third Party Claim including reasonable details with respect thereto, the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable, and, to the extent practicable, any other material details pertaining thereto (which estimate a “Claim Notice”); provided, that the failure to give such Claim Notice shall not be conclusive of the final amount of such claim and demand) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if relieve the Indemnifying Party undertakes of its obligations hereunder, except to the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event extent that the Indemnifying Party notifies is actually and materially damaged or prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. Subject to the Indemnified Party that it will defend the Indemnified Party against such claim or demandlimitations set forth in Section 9.2(b), the Indemnifying Party shall have thirty (30) days after receipt of a Claim Notice to assume the right conduct and control, through counsel reasonably acceptable to defend the Indemnified Party by appropriate proceedings and shall have at the sole power to direct expense of the Indemnifying Party, of the settlement or defense of the applicable Third Party Claim, and control such defense. If any the Indemnified Party desires shall cooperate with the Indemnifying Party in connection therewith; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in any such settlement or defense it may do so at its sole cost through counsel chosen by such Indemnified Party; provided, further, that the fees and expense; provided that it expenses of such counsel shall comply with reasonable instructions from be borne by such Indemnified Party. In the event the Indemnifying Party assumes conduct and control of a Third Party Claim, the Indemnifying Party shall not, except with the consent in writing of the Indemnified Party (which shall not take be unreasonably withheld, conditioned or delayed), enter into any formal actions inconsistent settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (y) does not include as a term thereof the giving by the Person(s) asserting such Claim against the Indemnified Party of an express and unconditional release from all liability with respect to such Third Party Claim. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or adverse settle any such Third Party Claim; provided, that if the Indemnified Party does pay or settle such Third Party Claim it shall waive any right to indemnity by the Indemnifying Party for the Losses set forth in the Claim Notice solely with respect to such matters that have been paid or settled unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice that it elects to undertake the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoingapplicable Third Party Claim, the Indemnified Party shall have the right to employ one counsel to represent it if contest the Indemnified Party believes, based upon Claim at the advice expense of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim enter into any settlement of, or demand consent in writing to entry of any judgment with respect to, such Third Party Claim, without the consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). To [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the extent type that the Indemnifying Party shall direct, control Registrant treats as private or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereofconfidential.

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"a) shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party the Seller, the Purchaser or the Company (each, an "INDEMNIFYING PARTY"“Indemnifying Party”) may be required have liability to pay an indemnity any Indemnified Party hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third partyparty (a “Third-Party Claim”), such Indemnified Party shall promptly promptly, but in no event more than ten (and in any event within 10 10) calendar days of receipt by following such Indemnified Party’s receipt of a Third-Party of notice of such claim) Claim, notify the Indemnifying Party in writing of such claim or demand and Third-Party Claim, the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable (which estimate shall not be conclusive of the final amount of such claim and demand) Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (the "CLAIM NOTICE"a “Claim Notice”). The Indemnifying Party shall have 30 thirty (30) calendar days from its (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the "NOTICE PERIOD"“Notice Period”) to notify the Indemnified Party whether that it will undertake desires to defend the defense of Indemnified Party against such claim or demandThird-Party Claim. Notwithstanding anything herein to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it will desires to defend the Indemnified Party against such claim or demanda Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from . Once the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to has duly assumed the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoinga Third-Party Claim, the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ one separate counsel to represent it if of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless the Indemnifying Party and the Indemnified Party believes, based upon are both named parties to the advice proceedings and the Indemnified Party shall have reasonably concluded that representation of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged both parties by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate same counsel shall would be paid by the Indemnifying Partyinappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not settle a claim or demand not, without the prior written consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person settle, compromise or Persons asserting such claim offer to the Indemnified Party of an unconditional release from all liability with respect thereto, settle or (C) requires compromise any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.Third-

Third-Party Claim Indemnification Procedures. With respect If a claim arises as to third which Pure Cycle is entitled to indemnification from Seller hereunder or if a claim arises as to which Seller is entitled to indemnification from Pure Cycle, the party claims, all claims for entitled to indemnification by any MHC (the “Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"Party”) shall be asserted and resolved endeavor to advise the other party (the “Indemnifying Party”) of the claim within five (5) business days after receipt of a summons, or within twenty (20) business days after receipt of other written communication giving information as set forth in this to the nature of the claim, by the Indemnified Party, provided that failure to so notify shall not limit the Indemnified Party’s right to indemnification under Section 8.4 In 8.6 unless such failure materially prejudices the event that any written claim or demand for which a Party (an "INDEMNIFYING PARTY") may be required to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly (and in any event within 10 days ability of receipt by such Indemnified Party of notice of such claim) notify the Indemnifying Party of to defend such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such third party claim and demand) (the "CLAIM NOTICE")then only to such extent. The Indemnifying Party shall have 30 not be liable or responsible for any expenses which are incurred by the Indemnified Party before such notice has been given to the Indemnifying Party, nor bound by any settlements made by the Indemnified Party before such notice. The Indemnifying Party shall, within the lesser of twenty (20) days from its after receipt of notification of the Claim Notice claim from the Indemnified Party or five (the "NOTICE PERIOD"5) days before an answer is required to notify be filed, advise the Indemnified Party whether the Indemnifying Party will undertake the defense of such claim on behalf of the Indemnified Party and, if so, shall specify the name of the attorney who will handle the matter, which attorney shall be reasonably satisfactory to the Indemnified Party and shall not have any present or potential conflict in representing the interests of both parties. If the Indemnifying Party timely notifies the Indemnified Party that it will undertake the defense of such claim or demand. Notwithstanding anything herein and agrees that it is legally obligated to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies indemnify the Indemnified Party that it will defend hereunder and shall thereafter diligently provide such defense, such counsel shall have control of the defense, but the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to may participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to the defense of such claim or demand with its own counsel paid for by the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one counsel to represent it if the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a or compromise such claim or demand without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. To the extent If the Indemnifying Party shall direct, control or participate in fails timely to advise the Indemnified Party that it will undertake the defense of such claim on behalf of the Indemnified Party, fails to agree that it is legally obligated to indemnify the Indemnified Party hereunder or settlement of any third party claim or demandfails diligently to pursue such defense, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of may undertake the defense of any claimsuch claim with its own counsel and may settle or compromise such claim in its sole discretion, each Party shall cooperate and provide all at the other Party reasonable assistance in expense of the defense thereofIndemnifying Party.

Third-Party Claim Indemnification Procedures. With (a) The obligations and liabilities of an Indemnifying Party under this Article V with respect to Losses arising from claims of any third party claims, all claims which are subject to the indemnification provided for indemnification by any MHC Indemnified in this Article V (“Third-Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"Claims”) shall be asserted governed by and resolved as contingent upon the terms and conditions set forth in this Section 8.4 In the event that any written claim or demand for which a Party (an "INDEMNIFYING PARTY") may be required to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly (and in any event within 10 days of receipt by such Indemnified Party of notice of such claim) notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense5.3. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one counsel to represent it if the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject Person entitled to indemnification under this Article VIIIpursuant to Section 5.2(a) or 5.2(b) (ii) a future non-monetary obligation on the an “Indemnified Party, (B”) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely shall receive notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demandThird-Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim promptly upon the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom. (b) The Indemnifying Party shall be entitled to assume and control the defense of a Third-Party Claim at its expense and through counsel access toof its choice (such counsel to be reasonably acceptable to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days after the receipt of such notice from the Indemnified Party; provided, during normal business hourshowever, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third-Party Claim as provided above, the relevant business records Indemnifying Party shall conduct the defense of the Third-Party Claim actively and other documents, diligently and the Indemnified Party shall permit them to consult cooperate with the employees Indemnifying Party in such defense and counsel of make available to the Indemnifying Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each No such Third-Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.Claim may be settled 16

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY"a) shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party an indemnifying party (an "INDEMNIFYING PARTY"“Indemnifying Party”) may be required have Liability to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof any Indemnified Party hereunder, is asserted against or sought to be collected from any Indemnified Party by a third partyparty (a “Third Party Claim”), such Indemnified Party shall promptly (and in any event within 10 days of receipt by such Indemnified Party of notice of such claim) notify the Indemnifying Party in writing of such claim or demand and Third Party Claim, the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto (which estimate a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not be conclusive relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the final amount Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claim and demand) (the "CLAIM NOTICE")Third Party Claim. The Indemnifying Party shall have 30 days from its after receipt of the Claim Notice (the "NOTICE PERIOD"“Notice Period”) to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one counsel to represent it if the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim Third Party Claim unless (i) the Third Party Claim has been brought or demandasserted by a Government Entity, whether by not giving (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party timely notice as provided above and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or otherwise, then (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that Party, in any which case the Indemnified Party shall not may retain the exclusive right to defend, compromise or settle a claim or demand without the consent of such Third Party Claim, but the Indemnifying Party, Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which consent shall may not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereofwithheld).

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for If an indemnification claim made by any MHC Indemnified Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY") shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which a Party (an "INDEMNIFYING PARTY") may be required to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by under this Article VIII involves a third partyparty claim (a “Third Party Claim”), such Indemnified Party shall (a) promptly notify the indemnifying party (and in any event within 10 days an “Indemnifying Party”) of receipt by all relevant information concerning the Third Party Claim known to such Indemnified Party of notice of such claim) (provided that failure to so notify the Indemnifying Party of such claim or demand will only relieve the indemnification obligation if and the amount or the estimated amount thereof to the extent then feasible such failure results in material prejudice with respect to such Third Party Claim) and (which estimate shall not be conclusive of b) give the final amount of such claim and demand) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") full opportunity to notify the Indemnified Party whether it will undertake control the defense of such claim or demand. Notwithstanding anything herein Third Party Claim (using counsel reasonably acceptable to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Indemnified Party. Except as hereinafter provided, in the event ); provided that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to can participate in any proceeding to defend such defense it may do so Third Party Claim, represented by counsel of its choosing, at its sole own cost and expense; provided that it shall comply with reasonable instructions from expense unless the Indemnifying Party and shall not take any formal actions inconsistent with or adverse the Indemnified Party are both named as parties to the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoing, proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the right same counsel would be inappropriate due to actual or potential differing interests between them, in which event the Indemnified Party shall be entitled to employ one counsel to represent it if it. If, after notice thereof, the Indemnifying Party fails to promptly assume the defense of a Third Party Claim for which indemnification is claimed hereunder (but in any event within thirty (30) days of receiving notice of the Third Party Claim from the Indemnified Party), or, after having assumed defense of such claim, fails to diligently conduct such defense, the Indemnified Party believes, based upon may assume the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Partydefense thereof, and shall be indemnified for the cost and expense of such defense (to the extent such Indemnified Party is entitled to indemnification hereunder). If the Indemnified Party shall have employed counsel as described in any such event the foregoing sentences, the reasonable fees and expenses of such separate counsel shall be paid included in the calculation of Losses with respect to the Third Party Claim. No Indemnified Party may be bound by any compromise or settlement of a Third Party Claim without its consent (not to be unreasonably withheld, conditioned or delayed) unless (i) the sole relief is monetary damages for which the Indemnified Party shall be fully indemnified, and (ii) there is no finding or admission of any violation of Law or rights of any person or entity. The Indemnified Party shall not compromise or settle any Third Party Claim without the Indemnifying Party. The Indemnifying Party shall ’s prior written consent (not settle a claim to be unreasonably withheld, conditioned or demand without the consent of the Indemnified Party to the extent a delayed) unless such compromise or settlement (A) imposes does result in any indemnifiable Losses or (iB) fully releases the Indemnifying Party of any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification Liability under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification (a) Promptly following the receipt of notice by any MHC Indemnified the Parent Indemnitees of a Third Party or Operations Indemnified Party (each an "INDEMNIFIED PARTY") shall be asserted and resolved as set forth Claim which they believe may result in this Section 8.4 In the event that any written claim or a demand for which a Party (an "INDEMNIFYING PARTY") may be required to pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third partyindemnification, Parent shall notify the Company Indemnitees of such Indemnified Party shall promptly (and in any event within 10 days of claim. Promptly following the receipt by such Indemnified Party the Company Indemnitees of notice of a Third Party Claim which they believe may result in a demand for indemnification shall notify Parent of such claim) notify . The failure to give such notice shall not relieve the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof its obligations under this Agreement except to the extent then feasible (which estimate shall not be conclusive that the Indemnifying Party is substantially prejudiced as a result of the final amount failure to give such notice. Within fifteen (15) business days after receipt of such claim and demand) (the "CLAIM NOTICE"). The notice by the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether it will elects to control the defense of the Third Party Claim. If the Indemnifying Party elects to undertake the defense of such claim or demand. Notwithstanding anything herein to the contraryThird Party Claim, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense it shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost own expense with counsel of its own choosing and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse acknowledge in writing without qualification its indemnification obligations as provided in this Agreement to the defense Indemnified Party as to such Third Party Claim. Upon receipt of such claim or demand by the Indemnifying Party. Notwithstanding the foregoingacknowledgment, the Indemnified Party shall have not be entitled to costs and expenses, including legal costs and expenses, from and after the right to employ one counsel to represent it if assumption of the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged defense by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Third Party against Claim or fails to pursue such claim or demand, whether by not giving the Indemnified Third Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demandClaim diligently, the Indemnified Party shall give have the Indemnifying Party right to undertake, conduct and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any such Third Party Claim through counsel of its own choosing. The party that litigates or contests the Third Party Claim shall keep the other party fully advised of the progress and disposition of such claim, each Party and the part not defending the claim shall cooperate and provide have the other Party reasonable assistance right to participate in the defense thereofat its own cost.