Common use of Third Party Claim or Loss Clause in Contracts

Third Party Claim or Loss. (a) Notwithstanding anything set forth in Section 7.4.1, in the event the facts giving rise to the claim for indemnification under this Article 7 shall involve any action, or threatened Claim or demand by any Third Party, the Indemnified Party shall, promptly after obtaining knowledge of such Third Party Claim or demand giving rise to the claim for indemnification, send written notice of intent to seek indemnity, describing such action or Claim in reasonable detail (a "Claim Notice") to the Indemnifying Party. The failure of the Indemnified Party to give the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of Liability under this Article 7, except (a) to the extent that the Indemnifying Party's ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall not be liable for Claims or Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosing; provided, that if the applicable action or Claim is against, or if the defendants in any such Legal Proceeding shall include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party shall have the right to select separate counsel and to assume the Indemnified Party's defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurred. The Indemnifying Party shall give the Indemnified Party notice in writing within five (5) days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action or Claim but the Indemnifying Party shall pay the reasonable costs of such defense incurred by the Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 7). (b) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (c) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving of such consent (and in the event the Indemnifying Party and Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided, however, that in the event the proposed settlement shall require that the Indemnified Party make an admission of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSI.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth in Section 7.4.1subparagraph (a) above, in the event the facts giving rise to the claim Claim for indemnification under this Article 7 Section 3.4 shall involve any action, or threatened Claim or demand by any Third Party, the Indemnified Party shall, promptly after obtaining knowledge of such Third Party Claim or demand giving rise to the claim Claim for indemnification, send written notice of intent to seek indemnity, describing such action action, Claim or Claim demand in reasonable detail (a "Claim NoticeCLAIM NOTICE") to the Indemnifying PartyShareholders' Representative and, to the extent such Claim or Loss could give rise to a payment from the Escrow Account, the Instructing Shareholders (in which case such notice shall be accompanied by a list of the last known address of each of the Spectra Equity Holders on the Books and Records). The failure of the Indemnified Party to give the Indemnifying Party such Persons the Claim Notice pursuant to such notification provisions, other than by accidental omission, shall not release the Indemnifying Party of Liability under this Article 7Section 3.4, except (a) to the extent that the Indemnifying Party's ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that . The Shareholders' Representative on behalf of the Indemnifying Party shall not be liable for Claims or Losses incurred by and on the Indemnified Party that would not have been incurred but for instruction of the delay Instructing Shareholders, in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection accordance with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentenceEscrow Agreement, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party shall be entitled to defend such action action, Claim or Claim demand in the name of the Indemnified Party at its own the expense of the Indemnifying Party and through counsel of its own choosingselected by the Instructing Shareholders; provided, that if the applicable action action, Claim or Claim demand is against, or if the defendants in any such Legal Proceeding Litigation shall include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available a legal conflict exists with respect to the Indemnifying Party or if the interests defense of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Partysuch matter, then the Indemnified Party shall have the right to select separate counsel and to assume the Indemnified Party's defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of a single such counsel to be reimbursed by the Indemnifying Party as incurred. In such event, each party will agree not to settle any Claim or Loss without the express written consent of the other party, which consent will not be unreasonably withheld. The Indemnifying Party Shareholders' Representative shall give the Indemnified Party notice in writing within five fourteen (514) days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action action, Claim or Claimdemand. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action action, Claim or Claim demand but the Indemnifying Party shall pay the reasonable costs of such defense incurred by the Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 7Section 3.4). (bii) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying PartyShareholders' Representative, to continue to participate through its own counsel, at its expense, but the Indemnifying Party Shareholders' Representative shall have the right to control the defense of the Claim or the Legal ProceedingLitigation; provided, that the Indemnifying Party Shareholders' Representative retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (ciii) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding Litigation shall not settle any such Claim or Legal Proceeding litigation without the written consent of the other party; provided, that if which consent shall not be unreasonably withheld or delayed. In the event the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving of such consent (and in the event the Indemnifying Party and Indemnified Party Shareholders' Representative are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party the Shareholders' Representative will submit the disagreement to a court dispute resolution pursuant to the provisions in Section 8.4 of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided, however, that in the event the proposed settlement shall require that the Indemnified Party make an admission of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent of such Legal Proceeding Litigation or Claim; and provided further, that notwithstanding . Notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSISurviving Corporation.

Third Party Claim or Loss. (a) Notwithstanding anything set forth in Section 7.4.1subparagraph (a) above, in the event the facts giving rise to the claim for indemnification under this Article 7 shall involve any action, or threatened Claim or demand by any Third Party, the Indemnified Party shall, promptly after obtaining knowledge Knowledge of such Third Party Claim or demand giving rise to the claim for indemnification, send written notice of intent to seek indemnity, describing such action or Claim in reasonable detail (a "“Claim Notice"”) to the Indemnifying Party. The failure of the Indemnified Party to give the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of Liability under this Article 7Article, except (a) to the extent that the Indemnifying Party's ’s ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, . Subject to the last sentence of this subparagraph (b) that the Indemnifying Party shall not be liable and except for Claims claims resulting from, relating to or Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliverarising out of provisions of Section 3.29 (Taxes and Tax Returns) and those representations and warranties hereunder involving Client Accounts, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosing; provided, that if the applicable action or Claim is against, or if the defendants in any such Legal Proceeding shall include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party shall have the right to select a single separate counsel and to assume the Indemnified Party's ’s defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurred. The Indemnifying Party shall give the Indemnified Party notice in writing within five (5) days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time periodperiod or in the case of any claims resulting from, relating to or arising out of provisions of Section 3.29 (Taxes and Tax Returns) and those representations and warranties hereunder involving Client Accounts, the Indemnified Party may take control of the defense of such action or Claim but the Indemnifying Party shall pay the reasonable costs of such defense incurred by the Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 7Article). (b) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (c) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving of such consent (and in the event the Indemnifying Party and Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided, however, that in the event the proposed settlement shall require that the Indemnified Party make an admission of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSI.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth in Section 7.4.1, in the event If the facts giving rise to the claim for indemnification under this Article 7 shall X involve any action, or threatened Claim or demand by any Person other than Seller, Buyer and each of Seller's and Buyer's directors, officers, employees, Affiliates, shareholders, agents, successors, assigns and legal representatives (such Person, a "Third Party"), then the Indemnified Party shall, promptly after obtaining knowledge of such Claim, but in no event more than twenty (20) days following receipt of notice of such Claim from any Third Party Claim or demand giving rise Party, send to the claim for indemnification, send Indemnifying Party written notice of intent to seek indemnity, describing such action or Claim in reasonable detail including, if known, the amount thereof (a "Claim Notice") to the Indemnifying Party). The failure of the Indemnified Party to give timely deliver to the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of from Liability under this Article 7X, except (a) to the extent that the Indemnifying Party's ability to defend or contest such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall or if such notice is not be liable for Claims or Losses incurred given by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudicedapplicable Survival Date. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosingchoosing (who shall be reasonably acceptable to the Indemnified Party); provided, provided that if the applicable action Claim relates to or Claim is againstarises in connection with any criminal proceeding, action, indictment, allegation or if the defendants in any such Legal Proceeding shall include, both investigation against the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party may choose its own counsel (who shall have be reasonably acceptable to the right to select separate counsel and to assume the Indemnified Indemnifying Party's defense of such Claim or Legal Proceeding, ) with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurredincurred to the extent that they relate to such manner of Claim. The Indemnifying Party shall give the Indemnified Party notice in writing within five twenty (520) days after receiving the Claim Notice from of the Indemnified Party in the event of Legal Proceeding or otherwise of its Indemnifying Party's intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action or Claim (provided, however, that the Indemnifying Party shall have the right to participate, at its expense, in the defense of the Claim), but the Indemnifying Party shall pay the reasonable costs fees, expenses and disbursements of such defense incurred by the Indemnified Party (and all such costs fees, expenses and disbursements shall be deemed to be Losses for purposes of this Article 7X). (bii) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its own expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal ProceedingClaim. (ciii) Notwithstanding any other contrary provision contained in this Agreement, the party controlling the defense of the Claim Indemnifying Party (or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, that Indemnified Party if the Indemnified Party is controlling the defense of the Claim) shall not settle any such Claim without the prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) of (A) the Legal Proceeding and shall haveIndemnified Party, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then if the Indemnifying Party shall not withhold is controlling such defense) or delay the giving of such consent (and in the event B) the Indemnifying Party and Party, if the Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement)is controlling such defense. In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have has negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on on, or the part ofadmission of any liability by, the Indemnified Party, and such Indemnified Party and fails to consent to such settlement within ten (10) days after delivery by the Indemnifying Party to the Indemnified Party written notice of the settlement (including all relevant terms relating to the settlement), then the maximum indemnification obligation of the Indemnifying Party, upon the ultimate disposition of such Claim, shall refuse not exceed the amount of such settlement. If the Indemnified Party fails to consent to such settlement and also fails to assume defense of such Claim following such Indemnified Party's failure to consent to such settlement, the liability of the Indemnifying Party under this Article 7, may settle the Claim upon the ultimate disposition of terms set forth in such Legal Proceeding settlement, without further consultation with, or Claimconsent of, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided. (iv) Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Claim, howeverincluding making available (subject to the provisions of Section 8.06) records relating to such Claim and furnishing, that in without expense (other than reimbursement of actual out-of-pocket expenses) to the event party controlling the proposed settlement shall require that defense of the Indemnified Party make an admission Claim, management employees of liability, a confession of judgment, or shall contain any other the non-financial obligation which, in defending party as may be reasonably necessary for the reasonable judgment preparation of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent defense of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSI.

Third Party Claim or Loss. (a) Notwithstanding anything set forth in Section 7.4.1, in the event the facts giving rise to the claim for indemnification under this Article 7 shall involve any action, or threatened Claim or demand by any Third Party, the Indemnified Party shall, promptly after obtaining knowledge of such Third Party Claim or demand giving rise to the claim for indemnification, send written notice of intent to seek indemnity, describing such action or Claim in reasonable detail (a "Claim NoticeCLAIM NOTICE") to the Indemnifying Party. The failure of the Indemnified Party to give the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of Liability under this Article 7, except (a) to the extent that the Indemnifying Party's ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall not be liable for Claims or Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosing; provided, that if the applicable action or Claim is against, or if the defendants in any such Legal Proceeding shall include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party shall have the right to select separate counsel and to assume the Indemnified Party's defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurred. The Indemnifying Party shall give the Indemnified Party notice in writing within five (5) days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action or Claim but the Indemnifying Party shall pay the reasonable costs of such defense incurred by the Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 7). (b) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (c) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving of such consent (and in the event the Indemnifying Party and Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided, however, that in the event the proposed settlement shall require that the Indemnified Party make an admission of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSI.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth in Section 7.4.1subparagraph (a) above, in the event the facts giving rise to the claim Claim for indemnification under this Article 7 10 shall involve any action, or threatened Claim or demand by any Third Party, the Indemnified Party shall, promptly after obtaining knowledge of such Third Party Claim or demand giving rise to the claim Claim for indemnification, send written notice prior to the applicable Survival Date of intent to seek indemnity, describing such action or Claim in reasonable detail (a "“Claim Notice"”) to the Indemnifying Party. The failure of the Indemnified Party to give the Indemnifying Party the Claim Notice (including a Claim Notice relating to Taxes or those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Surviving Corporation) shall not release the Indemnifying Party of Liability under this Article 710 so long as such notice is ultimately given prior to the Survival Date, except (a) to the extent that the Indemnifying Party's ’s ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, . Subject to the last sentence of this subparagraph (b) that the Indemnifying Party shall not be liable and except for Claims or Losses incurred by with respect to Taxes and those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliverSurviving Corporation, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosingchoosing that is reasonably acceptable to the Parent; provided, provided that if the applicable action or Claim is against, or if the defendants in any such Legal Proceeding shall include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party shall have the right to select separate counsel and to assume the Indemnified Party's ’s defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurred. The Indemnifying Party shall give the Indemnified Party notice in writing within five (5) 10 days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time periodperiod or in the case of any Claims with respect to Taxes and those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Surviving Corporation, the Indemnified Party may take control of the defense of such action or Claim but the Indemnifying Party shall pay the reasonable costs of such defense incurred by the Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 710). Notwithstanding the foregoing, in the event of any action or Claim relating to Taxes and/or those representations and warranties hereunder that result in a dispute directly involving Client Accounts, the Indemnified Party must within fifteen (15) days of providing the Claim Notice to the Indemnified Party, take control of such action or Claim or notify the Indemnifying Party of its intention to take control or authorize the Indemnifying Party to defend such action or Claim in the name of the Indemnified Party as otherwise provided by this Section 10.5(b)(i). If the Indemnified Party has not so taken control nor provided such notice within such period of time, the Indemnifying Party shall be permitted to take control of the defense of any such action or Claim. (bii) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, provided that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (ciii) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, provided that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving of such consent (and in the event the Indemnifying Party and Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement)consent. In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.410.5) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability Liability of the Indemnifying Party under this Article 710, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Partysettlement; provided, however, that in the event the proposed settlement shall require that the Indemnified Party make an admission of liabilityLiability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's ’s failure to consent shall not give rise to the limitation of Indemnifying Party's liability ’s Liability as provided for in this Section 7.410.5, and the Indemnifying Party shall continue to be liable to the full extent of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSISurviving Corporation.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth Except as otherwise provided in Section 7.4.17.4(d), if any Actions are instituted or any Claim or Demand is asserted by any third party (a “Third Party Claim”) in the event the facts giving rise respect of which a Party may seek indemnification pursuant to the claim for indemnification under provisions of this Article 7 shall involve any action, or threatened Claim or demand by any Third 9 (an “Indemnified Party”) against another Party (an “Indemnifying Party”), the Indemnified Party shall, shall promptly after obtaining knowledge cause written notice of the assertion of any such Third Party Claim or demand giving rise to the claim for indemnification, send written notice of intent to seek indemnity, describing such action or Claim in reasonable detail (a "Claim Notice") be made to the Indemnifying Party. The failure of Indemnifying Party shall have the right to defend the Indemnified Party to give against any such Third Party Claim. If the Indemnifying Party notifies the Claim Notice shall not release Indemnified Party within ten (10) calendar days after the date on which the Indemnifying Party receives notice of Liability under this Article 7, except (a) to the extent that Third Party Claim made on the Indemnifying Party's ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, (b) Indemnified Party that the Indemnifying Party shall not be liable for Claims or Losses incurred by elects to assume the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result defense of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the courtThird Party Claim, then the Indemnifying Party shall have been deemed the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be materially prejudicedreasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.3(b)(i). In such circumstances, the Indemnifying Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim, and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided that such Indemnified Party shall be entitled to defend participate in any such action defense or Claim settlement with separate counsel at the expense of the Indemnifying Party if in the name reasonable opinion of the Indemnified Party at its own expense and through Party’s counsel of its own choosing; provided, that if the applicable action a conflict or Claim is against, or if the defendants in any such Legal Proceeding shall include, both potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. The Parties shall cooperate fully with each other in connection with the defense, negotiation, and settlement of any such Third Party Claim. (ii) If the Indemnifying Party does not notify the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of elects to defend the Indemnified Party may be reasonably deemed pursuant to conflict with those of the Indemnifying PartySection 9.3(b)(i), then the Indemnified Party shall have the right to select separate counsel defend, and to assume the Indemnified Party's defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by for its reasonable cost and expense as and when incurred (including reasonable attorneys’ fees and expenses) in regard to the Indemnifying Third Party as incurred. The Indemnifying Party shall give the Indemnified Party notice in writing within five (5) days after receiving the Claim Notice from the Indemnified Party in the event of Legal Proceeding or otherwise of its intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action or Claim but the Indemnifying Party shall pay the reasonable costs of such defense incurred with counsel selected by the Indemnified Party (and all such costs who shall be deemed to be Losses for purposes of this Article 7). (b) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing reasonably satisfactory to the Indemnifying Party), to continue to participate through its own counselby all Legal Proceedings, at its expense, but the Indemnifying Party which Legal Proceedings shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to be prosecuted diligently by the Indemnified Party; otherwise. In such circumstances, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (c) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding shall not settle defend any such Third Party Claim or Legal Proceeding without the written consent of the other party; provided, that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party shall not withhold or delay the giving faith and have full control of such consent (defense and in the event the Indemnifying Party and Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Partyproceedings; provided, however, that in the event the proposed settlement shall require provided that the Indemnified Party make an admission may not enter into any compromise or settlement of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Third Party shall continue Claim if indemnification is to be liable to the full extent of such Legal Proceeding or Claim; and provided furthersought hereunder, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSIIndemnifying Party (which consent shall not be unreasonably withheld or delayed). (iii) If an Indemnifying Party becomes obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party within three (3) Business Days after becoming so obligated the amount to which such Indemnified Party shall be entitled; provided that if the Indemnified Party is an Indemnified Purchaser Party, Purchaser may, in its sole discretion, set off, dollar for dollar, the amounts to which it may become entitled hereunder against amounts that would otherwise be payable to Seller pursuant to Section 9.6.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth in Section 7.4.1, in the event If the facts giving rise to the claim for indemnification under this Article 7 shall VIII involve any action, or threatened Claim or demand by any Person other than Seller, Buyer and each of Seller's and Buyer's directors, officers, employees, Affiliates, shareholders, agents, successors, assigns and legal representatives (such Person, a "Third Party"), then the Indemnified Party shall, promptly after obtaining knowledge of such Claim, but in no event more than twenty (20) days following receipt of notice of such Claim from any Third Party Claim or demand giving rise Party, send to the claim for indemnification, send Indemnifying Party written notice of intent to seek indemnity, describing such action or Claim in reasonable detail including, if known, the amount thereof (a "Claim Notice") to the Indemnifying Party). The failure of the Indemnified Party to give timely deliver to the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of from Liability under this Article 7VIII, except (a) to the extent that the Indemnifying Party's ability to defend or contest such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall or if such notice is not be liable for Claims or Losses incurred given by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudicedapplicable Survival Date. The Indemnifying Party shall be entitled to defend such action or Claim in the name of the Indemnified Party at its own expense and through counsel of its own choosingchoosing (who shall be reasonably acceptable to the Indemnified Party); provided, provided that if the applicable action Claim relates to or Claim is againstarises in connection with any criminal proceeding, action, indictment, allegation or if the defendants in any such Legal Proceeding shall include, both investigation against the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then the Indemnified Party may choose its own counsel (who shall have be reasonably acceptable to the right to select separate counsel and to assume the Indemnified Indemnifying Party's defense of such Claim or Legal Proceeding, ) with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the Indemnifying Party as incurredincurred to the extent that they relate to such manner of Claim. The Indemnifying Party shall give the Indemnified Party notice in writing within five twenty (520) days after receiving the Claim Notice from of the Indemnified Party in the event of Legal Proceeding or otherwise of its Indemnifying Party's intent to exercise its right to assume the defense of such action or Claim. If the Indemnified Party has received no such notice within such time period, the Indemnified Party may take control of the defense of such action or Claim (provided, however, that the Indemnifying Party shall have the right to participate, at its expense, in the defense of the Claim), but the Indemnifying Party shall pay the reasonable costs fees, expenses and disbursements of such defense incurred by the Indemnified Party (and all such costs fees, expenses and disbursements shall be deemed to be Losses for purposes of this Article 7VIII). (bii) Whenever the Indemnifying Party is entitled to defend any Claim hereunder, the Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its own expense, but the Indemnifying Party shall have the right to control the defense of the Claim or the Legal Proceeding; provided, that the Indemnifying Party retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal ProceedingClaim. (ciii) Notwithstanding any other contrary provision contained in this Agreement, the party controlling the defense of the Claim Indemnifying Party (or the Legal Proceeding shall not settle any such Claim or Legal Proceeding without the written consent of the other party; provided, that Indemnified Party if the Indemnified Party is controlling the defense of the Claim) shall not settle any such Claim without the prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) of (A) the Legal Proceeding and shall haveIndemnified Party, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then if the Indemnifying Party shall not withhold is controlling such defense) or delay the giving of such consent (and in the event B) the Indemnifying Party and Party, if the Indemnified Party are unable to agree as to whether the proposed settlement terms are reasonable, the Indemnifying Party and Indemnified Party will submit the disagreement to a court of competent jurisdiction for resolution as set forth in this Agreement)is controlling such defense. In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have has negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on on, or the part ofadmission of any liability by, the Indemnified Party, and such Indemnified Party and fails to consent to such settlement within ten (10) days after delivery by the Indemnifying Party to the Indemnified Party written notice of the settlement (including all relevant terms relating to the settlement), then the maximum indemnification obligation of the Indemnifying Party, upon the ultimate disposition of such Claim, shall refuse not exceed the amount of such settlement. If the Indemnified Party fails to consent to such settlement and also fails to assume defense of such Claim following such Indemnified Party's failure to consent to such settlement, the liability of the Indemnifying Party under this Article 7, may settle the Claim upon the ultimate disposition of terms set forth in such Legal Proceeding settlement, without further consultation with, or Claimconsent of, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided. (iv) Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Claim, howeverincluding making available (subject to the provisions of Section 6.06) records relating to such Claim and furnishing, that in without expense (other than reimbursement of actual out-of-pocket expenses) to the event party controlling the proposed settlement shall require that defense of the Indemnified Party make an admission Claim, management employees of liability, a confession of judgment, or shall contain any other the non-financial obligation which, in defending party as may be reasonably necessary for the reasonable judgment preparation of the Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party shall continue to be liable to the full extent defense of such Legal Proceeding or Claim; and provided further, that notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSI.

Third Party Claim or Loss. (ai) Notwithstanding anything set forth in Section 7.4.1subparagraph (a) above, in the event the facts giving rise to the claim Claim for indemnification under this Article 7 Section 3.4A shall involve any action, or threatened Claim or demand by any Third Party, the XxXxxx Indemnified Party shall, promptly after obtaining knowledge of such Third Party Claim or demand giving rise to the claim Claim for indemnification, send written notice of intent to seek indemnity, describing such action action, Claim or Claim demand in reasonable detail (a "Claim NoticeXXXXXX CLAIM NOTICE") to the Indemnifying PartyXxxx XxXxxx. The failure of the XxXxxx Indemnified Party to give Xxxx XxXxxx the Indemnifying Party the XxXxxx Claim Notice shall not release the Indemnifying Party XxXxxx Parties of Liability under this Article 7Section 3.4A, except (a) to the extent that the Indemnifying Party's his ability to defend such Claim or Loss is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall not be liable for Claims or Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or failure to deliver, the Claim Notice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. The Indemnifying Party XxXxxx Parties shall be entitled to defend such action action, Claim or Claim demand in the name of the XxXxxx Indemnified Party at its his own expense and through counsel of its own choosing; provided, that if the applicable action action, Claim or Claim demand is against, or if the defendants in any such Legal Proceeding Litigation shall include, both the XxXxxx Indemnified Party and the Indemnifying Party XxXxxx Parties and the XxXxxx Indemnified Party reasonably concludes that there are defenses available to it that are different or additional to those available a legal conflict exists with respect to the Indemnifying Party or if the interests defense of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Partysuch matter, then the XxXxxx Indemnified Party shall have the right to select separate counsel and to assume the Indemnified Party's defense of such Claim or Legal Proceeding, with the reasonable fees, expenses and disbursements of a single such counsel to be reimbursed by the Indemnifying Party XxXxxx Parties as incurred. The Indemnifying Party In such event, each party will agree not to settle any Claim or Loss without the express written consent of the other party, which consent will not be unreasonably withheld. Xxxx XxXxxx shall give the XxXxxx Indemnified Party notice in writing within five fourteen (514) days after receiving the XxXxxx Claim Notice from the XxXxxx Indemnified Party in of the event of Legal Proceeding or otherwise of its XxXxxx Parties' intent to exercise its their right to assume the defense of such action action, Claim or Claimdemand. If the XxXxxx Indemnified Party has received no such notice within such time period, the XxXxxx Indemnified Party may take control of the defense of such action action, Claim or Claim demand but the Indemnifying Party XxXxxx Parties shall pay the reasonable costs of such defense incurred by the XxXxxx Indemnified Party (and all such costs shall be deemed to be Losses for purposes of this Article 7Section 3.4A). (bii) Whenever the Indemnifying Party is XxXxxx Parties are entitled to defend any Claim hereunder, the XxXxxx Indemnified Party may elect, by notice in writing to the Indemnifying PartyXxxx XxXxxx, to continue to participate through its own counsel, at its expense, but the Indemnifying Party XxXxxx Parties shall have the right to control the defense of the Claim or the Legal ProceedingLitigation; provided, that the Indemnifying Party he retains counsel reasonably satisfactory to the Indemnified Party and pursuant to an arrangement reasonably satisfactory to the XxXxxx Indemnified Party; otherwise, the Indemnified Party shall have the right to control the defense of the Claim or the Legal Proceeding. (ciii) Notwithstanding any other provision contained in this Agreement, the party controlling the defense of the Claim or the Legal Proceeding Litigation shall not settle any such Claim or Legal Proceeding litigation without the written consent of the other party; provided, that if the Indemnified Party is controlling the defense of the Claim or the Legal Proceeding and shall have, in good faith, negotiated a settlement thereof, which proposed settlement contains terms that are reasonable under the circumstances, then the Indemnifying Party consent shall not withhold be unreasonably withheld or delay the giving of such consent (and in delayed. In the event the Indemnifying XxXxxx Indemnified Party and Indemnified Party Xxxx XxXxxx, on behalf of the XxXxxx Parties, are unable to agree as to whether the proposed settlement terms are reasonable, Xxxx XxXxxx and the Indemnifying Party and XxXxxx Indemnified Party will submit the disagreement to a court dispute resolution pursuant to the provisions in Section 8.4 of competent jurisdiction for resolution as set forth in this Agreement). In the event that the Indemnifying Party is controlling the defense of the Claim or the Legal Proceeding and shall have negotiated a settlement thereof, which proposed settlement is substantively final and unconditional as to the parties thereto (other than the consent of the Indemnified Party required under this Section 7.4) and contains an unconditional release of the Indemnified Party and does not include the taking of any actions by, or the imposition of any restrictions on the part of, the Indemnified Party and the Indemnified Party shall refuse to consent to such settlement, the liability of the Indemnifying Party under this Article 7, upon the ultimate disposition of such Legal Proceeding or Claim, shall be limited to the amount of the proposed settlement with any amounts over and above the amount of the proposed settlement being the liability of the Indemnified Party; provided, however, that in the event the proposed settlement shall require that the XxXxxx Indemnified Party make an admission of liability, a confession of judgment, or shall contain any other non-financial obligation which, in the reasonable judgment of the XxXxxx Indemnified Party, renders such settlement unacceptable, then the Indemnified Party's failure to consent shall not give rise to the limitation of Indemnifying Party's liability as provided for in this Section 7.4, and the Indemnifying Party XxXxxx Parties shall continue to be liable to the full extent of such Legal Proceeding Litigation or Claim; and provided further, that notwithstanding . Notwithstanding any provision to the contrary, no indemnifiable Claims or Losses with respect to Taxes shall be settled without the prior written consent of the SSISurviving Corporation.