Common use of Third Party Claim or Loss Clause in Contracts

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event the facts giving rise to the Claim for indemnification under this Article 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 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 10 so long as such notice is ultimately given prior to the Survival Date, except 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. Subject to the last sentence of this subparagraph (b) and except for 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 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 that is reasonably acceptable to the Parent; 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 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 period 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 10). 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.

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event If the facts giving rise to the Claim claim for indemnification under this Article 10 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 prior to the applicable Survival Date 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 (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 from Liability under this Article 10 so long as such notice is ultimately given prior to the Survival DateX, except to the extent that the Indemnifying Party’s 's ability to defend or contest such Claim or Loss is materially prejudiced by the failure to give such notice, or if such notice is not given by the applicable Survival Date. Subject to the last sentence of this subparagraph (b) and except for 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 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 that is (who shall be reasonably acceptable to the ParentIndemnified Party); 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 10 twenty (20) 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 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 Corporationperiod, 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 10X). 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.

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event the facts giving rise to the Claim for indemnification under this Article 10 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 for indemnification, send written notice prior to the applicable Survival Date of intent to seek indemnity, describing such action action, Claim or Claim demand in reasonable detail (a “Claim Notice”"CLAIM 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 (including a Claim Notice relating pursuant to Taxes or those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Surviving Corporation) such notification provisions, other than by accidental omission, shall not release the Indemnifying Party of Liability under this Article 10 so long as such notice is ultimately given prior to the Survival DateSection 3.4, except 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 The Shareholders' Representative on behalf of this subparagraph (b) and except for 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 Indemnifying Party and on the instruction of the Instructing Shareholders, in accordance with the Escrow Agreement, 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 choosing that is reasonably acceptable to selected by the ParentInstructing Shareholders; provided 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 10 fourteen (14) 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 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 Corporationperiod, 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 10Section 3.4). 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.

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event the facts giving rise to the Claim claim for indemnification under this Article 10 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 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 10 so long as such notice is ultimately given prior to the Survival DateArticle, except 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. Subject to the last sentence of this subparagraph (b) and except for Claims with respect claims resulting from, relating to or arising out of provisions of Section 3.29 (Taxes and Tax Returns) and those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Surviving CorporationAccounts, 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 that is reasonably acceptable to the Parentchoosing; 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 a single 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 10 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 or in the case of any Claims with respect claims resulting from, relating to or arising out of provisions of Section 3.29 (Taxes and Tax Returns) and those representations and warranties hereunder that result in a dispute directly involving Client Accounts of the Surviving CorporationAccounts, 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 10Article). 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.

Third Party Claim or Loss. (i) Notwithstanding anything set forth Except as otherwise provided in subparagraph Section 7.4(d), if any Actions are instituted or any Claim or Demand is asserted by any third party (aa “Third Party Claim”) above, 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 10 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 prior to the applicable Survival Date 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 Indemnified Party within ten (including a Claim Notice relating to Taxes or those representations and warranties hereunder that result in a dispute directly involving Client Accounts of 10) calendar days after the Surviving Corporation) shall not release date on which the Indemnifying Party receives notice of Liability under this Article 10 so long as such notice is ultimately given prior to the Survival Date, except to Third Party Claim made on the extent Indemnified Party that the Indemnifying Party’s ability Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim or Loss is materially prejudiced with counsel selected by the failure to give such notice. Subject Indemnifying Party (who shall be reasonably satisfactory to the last sentence of this subparagraph (b) and except for Claims with respect Indemnified Party), by all appropriate proceedings, to Taxes and those representations and warranties hereunder that result in a dispute directly involving Client Accounts final conclusion or settlement at the discretion of the Surviving CorporationIndemnifying Party in accordance with this Section 9.3(b)(i). In such circumstances, the Indemnifying Party shall be entitled to defend any such action or 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 name Indemnifying Party shall not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party at (which consent shall not be unreasonably withheld or delayed). The 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 expense costs and through counsel of its own choosing that is reasonably acceptable expenses with respect to the Parentsuch participation; provided that if the applicable action or Claim is against, or if the defendants such Indemnified Party shall be entitled to participate in any such Legal Proceeding shall include, both defense or settlement with separate counsel at the expense of the Indemnifying Party if in the reasonable opinion of the Indemnified Party’s counsel a conflict or potential conflict exists between 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 would make such separate representation advisable. The Parties shall cooperate fully 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, each other in connection with the reasonable feesdefense, expenses negotiation, 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 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 period 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 10). 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 settlement of any such action or Third Party Claim.

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event If the facts giving rise to the Claim claim for indemnification under this Article 10 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 prior to the applicable Survival Date 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 (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 from Liability under this Article 10 so long as such notice is ultimately given prior to the Survival DateVIII, except to the extent that the Indemnifying Party’s 's ability to defend or contest such Claim or Loss is materially prejudiced by the failure to give such notice, or if such notice is not given by the applicable Survival Date. Subject to the last sentence of this subparagraph (b) and except for 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 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 that is (who shall be reasonably acceptable to the ParentIndemnified Party); 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 10 twenty (20) 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 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 Corporationperiod, 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 10VIII). 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.

Third Party Claim or Loss. (i) Notwithstanding anything set forth in subparagraph (a) above, in the event the facts giving rise to the Claim for indemnification under this Article 10 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 for indemnification, send written notice prior to the applicable Survival Date of intent to seek indemnity, describing such action action, Claim or Claim demand in reasonable detail (a “Claim Notice”"XXXXXX 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 (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 XxXxxx Parties of Liability under this Article 10 so long as such notice is ultimately given prior to the Survival DateSection 3.4A, except 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. Subject to the last sentence of this subparagraph (b) and except for 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 Indemnifying Party The 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 that is reasonably acceptable to the Parentchoosing; provided 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 10 fourteen (14) 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 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 Corporationperiod, 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 10Section 3.4A). 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.

Third Party Claim or Loss. (ia) Notwithstanding anything set forth in subparagraph (a) aboveSection 7.4.1, in the event the facts giving rise to the Claim claim for indemnification under this Article 10 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 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 10 so long as such notice is ultimately given prior to the Survival Date7, 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) and except 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 respect to Taxes and those representations and warranties hereunder opening a default judgment in connection with the Claim or Loss that was incurred as a direct result in a dispute directly involving Client Accounts of the Surviving Corporationfailure 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 that is reasonably acceptable to the Parentchoosing; 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 10 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 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 Corporationperiod, 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 107). 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.