Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 6.01 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03Section, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, . (c) If the Indemnifying Party must shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) acknowledge in writing that it would have an indemnity obligation to the Indemnifying Party shall obtain the prior written consent of the Indemnified Party for (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the Losses resulting settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) furnish the Indemnified Party with reasonable evidence that shall be entitled to participate in the Indemnifying Party has adequate resources to defend the defense of any Third Party Claim and fulfill to employ separate counsel of its indemnity obligations hereunderchoice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 9.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.039.6, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided provided, that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that, if the facts as alleged by the claimant in writing that the Third Party Claim are true, it would have an indemnity obligation to the Indemnified Party for the Losses Damages resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.as provided under this Article IX and

Third Party Claim Procedures. (a) The In the event any Parent Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party becomes aware of the assertion of any claim or the commencement of any suit, action or proceeding a made by any third party claim against the Parent Indemnified Party (a “Third-Party Claim”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9, such Parent Indemnified Party shall notify the Stockholders Agent or, in the event indemnification is being sought hereunder directly from a party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Indemnifying Party”), such Indemnifying Party, of such claim, and the Stockholders Agent (on behalf of the Company Stockholders) or the Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim”) . The Parent Indemnified Party shall have the right in respect its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with the consent of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail the Stockholders Agent or the Indemnifying Party, as applicable, no settlement of any such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party with third party claimants shall be entitled determinative of the amount of Damages relating to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereundermatter.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 7.02(a) or 7.03(a) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim and the basis for indemnification in respect thereof, including the specific Section or Sections hereof that the Indemnified Party claims to have been breached (taking into account the information then available to the Indemnified Party)) and the Section or Sections hereof pursuant to which the Indemnified Party claims to be entitled to indemnification hereunder. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying . Following delivery of the initial notice with respect to a Third-Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject deliver to the limitations set forth in this Section 7.03Indemnifying Party, shall be entitled to control and appoint lead counsel (that is as promptly as reasonably satisfactory to practicable after the Indemnified Party’s receipt thereof, copies of all written notices and other documents (including any court papers) for received by the Indemnified Party relating to such defenseThird-Party Claim, in each case at its own expense; provided that prior to assuming control of such defense, and the Indemnified Party shall provide the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation with such other information with respect to the Indemnified Party for the Losses resulting from such Third Third-Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that as the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereundermay reasonably request.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (each, a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying . Thereafter, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject deliver to the limitations set forth in this Section 7.03Indemnifying Party, shall be entitled to control and appoint lead counsel (that is as promptly as reasonably satisfactory to practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to received by the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources relating to defend the Third Party Claim and fulfill its indemnity obligations hereunderthe Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 8.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) . The Holder Representative shall give and receive notices on behalf of the Escrow Participating Holders and the Holder Indemnified Parties. “Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must ” means (i) acknowledge in writing that it would have an indemnity obligation to the case of any claim for indemnification brought by a Holder Indemnified Party for the Losses resulting from such Third Party Claim Party, Parent and (ii) furnish in the case of any claim for indemnification brought by a Parent Indemnified Party with reasonable evidence that Party, the Indemnifying Party has adequate resources to defend Holder Representative, solely for the purpose of receiving notice and controlling the defense and settlement of a Third Party Claim pursuant to this Section 8.3 and fulfill its indemnity obligations hereunderSection 8.4; provided that in no circumstance shall the Holder Representative have any obligation to indemnify any party pursuant to this Agreement.

Third Party Claim Procedures. (a) The In the event any Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party becomes aware of the assertion of any claim or the commencement of any suit, action or proceeding a threat made by any third party claim against such Indemnified Party (a “Third Third-Party Claim”) ), which such Indemnified Party reasonably believes may result in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis a claim for indemnification (taking into account the information then available pursuant to the this ARTICLE XII, such Indemnified Party). The failure to so Party shall notify the Indemnifying Party shall not relieve or, in the event indemnification is being sought hereunder directly from a party or parties hereto liable for such indemnification (the “Third-Party Indemnifying Party”), such Third-Party Indemnifying Party, of such claim, and the Indemnifying Party of its obligations hereunder, except to or the extent such failure shall have actually materially and adversely prejudiced the Third-Party Indemnifying Party. (b) The Indemnifying Party , as applicable, shall be entitled entitled, at their expense, to participate in in, but not to determine or conduct, the defense of such Third-Party Claim. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any Third Party Claim andsuch claim; provided, subject to however, that except with the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control consent of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to or the Indemnified Third-Party for the Losses resulting from Indemnifying Party, as applicable, no settlement of any such Third Third-Party Claim and (ii) furnish with third party claimants shall be determinative of the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources amount of Damages relating to defend the Third Party Claim and fulfill its indemnity obligations hereundersuch matter.

Third Party Claim Procedures. (a) The Each Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party the Sellers of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party Sellers shall not relieve the Indemnifying Party Sellers of its their obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying PartySellers. (b) The Indemnifying Party Sellers shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.038.07, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming . (c) If the Sellers shall assume the control of such defensethe defense of any Third Party Claim in accordance with the provisions of this ‎Section 8.07, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Sellers shall obtain the prior written consent of the Indemnified Party for the Losses resulting from (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that shall be entitled to participate in the Indemnifying Party has adequate resources to defend the defense of any Third Party Claim and fulfill to employ separate counsel of its indemnity obligations hereunderchoice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The Subject to the provisions set forth below, an Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled right, at its own expense, to participate in the defense of any Third Party Claim, and if said right is exercised, the Parties shall cooperate in the investigation and defense of said Third Party Claim. The following provisions shall apply to any Third-Party Claim: (a) The Indemnified Party will give the Indemnifying Party written notice of any Third Party Claim andwithin thirty (30) days of becoming aware of any such Third Party Claim; provided, subject however, that a delay in giving such notice shall relieve the Indemnifying Party only to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to extent the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control Indemnifying Party suffers irreparable prejudice from or as a result of such defensea delay. The Indemnifying Party will undertake the defense thereof by representatives chosen by it, unless the Indemnifying Party disputes the propriety of such Third Party Claim for indemnification against it under the provisions of this Article VIII and delivers a written notice (“Dispute Notice”) of such dispute and election not to indemnify within twenty (20) days of receipt of written notice of such Third Party Claim (in which case, the provisions of Section 9.14 shall govern the resolution of such disputed claim). If the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation shall use its commercially reasonable efforts to the Indemnified Party for the Losses resulting from defend any such Third Party Claim actively and (ii) furnish in good faith to its conclusion, and the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.shall not 20 | P a g e

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice following the first date on which such Indemnified Party has knowledge of facts, matters or circumstances from which it is reasonably apparent that such occurrence is likely to have occurred in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action Action (including any Tax audit or administrative or judicial proceeding by any third party (“Third Party Claim”relating to Taxes) in respect of which indemnity may be sought under Section 7.0210.02 (a “Claim”). Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), including a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Damages imposed, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainable), and a description of any other remedy sought in connection therewith (in each case, solely to the extent such information is then available). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim Claim, and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

Third Party Claim Procedures. (a) The Indemnified Party A party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice (the “Indemnitee”) shall promptly notify the other party (the “Indemnifying Party”) in writing to Indemnifying Party of the assertion of any claim or the commencement of any suita claim, demand, action or proceeding by any third party (“Third Party Claim”) proceeding; provided that an Indemnitee’s failure to give such notice or delay in respect of which indemnity may be sought under Section 7.02. Such giving such notice shall set forth in reasonable detail not affect such Third Party Claim and the basis for Indemnitee’s right to indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, under this Section 8 except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources been prejudiced by such failure or delay. The Indemnifying Party shall have the right to defend control the Third defense of all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim, action or proceeding with counsel of its own choosing. The Indemnifying Party Claim shall consult with the Indemnitee in good faith with respect to all non-privileged aspects of the defense strategy. The Indemnitee shall cooperate with the Indemnifying Party as reasonably requested, at the Indemnitee’s sole cost and fulfill its indemnity obligations hereunderexpense. The Indemnifying Party shall not settle any claim, demand, action or proceeding with respect to which without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (each, a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying . Thereafter, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject deliver to the limitations set forth in this Section 7.03Indemnifying Party, shall be entitled to control and appoint lead counsel (that is as promptly as reasonably satisfactory to practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to received by the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources relating to defend the Third Party Claim and fulfill its indemnity obligations hereunderthe Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party a)The party seeking indemnification under Section 7.02 12.02(a) or Section 12.03(a) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (which in the case of a claim by the Buyer shall be the Seller Representative on behalf of the Sellers) (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim (including any relevant material documentation to or from third-parties relating thereto and the Indemnified Party’s reasonable computation (taking into account the information then available to the Indemnified Party) of the total amount of Damages to which such Indemnified Party would be entitled in respect of such Third-Party Claim) and the basis for indemnification in respect thereof, including the Section or Sections hereof that the Indemnified Party claims to have been breached (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.0210.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), including the specific representations or covenants claimed to have been breached or to be inaccurate and an estimate of Damages, if reasonably practical. The Indemnified Party will use Reasonable Efforts to notify the Indemnified Party within ten (10) days after it becomes aware of any Third-Party Claim in respect of which indemnity may be sought under Section 10.2; provided that so long as the notice thereof is given within the applicable survival period set forth in Section 10.1, the failure to so notify the Indemnifying Party within such time period shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying . Thereafter, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject deliver to the limitations set forth in this Section 7.03Indemnifying Party, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to received by the Indemnified Party for relating to the Losses resulting from such Third Third-Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunderClaim.

Third Party Claim Procedures. (a) The Indemnified Party Without limiting any of the Parties’ rights or obligations under any agreement entered into by the Parties pursuant to Section 6.02(c) or Section 7.01(b), the party seeking indemnification under Section 7.02 agrees 12.02 (the “Indemnified Party”) shall give prompt written notice to give reasonably prompt notice in writing the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.0212.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Without limiting any of the Parties’ rights or obligations under any agreement entered into by the Parties pursuant to Section 6.02(c), the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.0312.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defenseprovided, however, that, notwithstanding the foregoing, the Indemnifying Party must shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall be responsible for the payment of the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action or indictment, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party does not acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim as provided under this Article XII within 30 days of receipt of notice of such Third Party Claim, (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, (v) in the opinion of outside counsel to the Indemnified Party, an actual or likely conflict of interest makes representation of the Indemnified Party and the Indemnifying Party by the same counsel inappropriate; or (vi) the Third Party Claim is asserted by a material customer of the Indemnified Party or any Government Authority. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided that, in such event the Indemnifying Party shall pay the reasonable fees and expenses of such separate counsel if (A) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (B) (1) representation of both the Indemnifying Party and the Indemnified Party by the same counsel could create a conflict of interest or (2) there are specific defenses or claims available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party (provided, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim) and (ii) furnish the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all Liabilities and obligations with reasonable evidence that respect to such Third Party Claim, the settlement contains any admission of fault or the settlement imposes any relief (other than monetary damages paid by the Indemnifying Party) against the Indemnified Party or any of its Affiliates. (d) The Indemnified Party shall not admit liability in respect of any Third Party Claim, nor enter into any settlement of such Third Party Claim, without the prior written consent of the Indemnifying Party has adequate resources (such consent not to defend be unreasonably withheld, conditioned or delayed). (e) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and fulfill its indemnity obligations hereundershall furnish, or cause to be furnished, such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), including the specific representation claimed to have been breached or to be inaccurate and the calculation of Damages. The So long as the notice thereof is given within the applicable survival period set forth in Section 9.01, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or Liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying . Thereafter, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject deliver to the limitations set forth in this Section 7.03Indemnifying Party, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to received by the Indemnified Party for relating to the Losses resulting from such Third Third-Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunderClaim.

Third Party Claim Procedures. (a) The Indemnified Party A party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice (the “Indemnitee”) shall promptly notify the other party (the “Indemnifying Party”) in writing to Indemnifying Party of the assertion of any claim or the commencement of any suita claim, demand, action or proceeding by any third party (“Third Party Claim”) proceeding; provided that an Indemnitee’s failure to give such notice or delay in respect of which indemnity may be sought under Section 7.02. Such giving such notice shall set forth in reasonable detail not affect such Third Party Claim and the basis for Indemnitee’s right to indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, under this Section 6 except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources been prejudiced by such failure or delay. The Indemnifying Party shall have the right to defend control the Third defense of all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim, action or proceeding with counsel of its own choosing. The Indemnifying Party Claim shall consult with the Indemnitee in good faith with respect to all non-privileged aspects of the defense strategy. The Indemnitee shall cooperate with the Indemnifying Party as reasonably requested, at the Indemnitee’s sole cost and fulfill its indemnity obligations hereunderexpense. The Indemnifying Party shall not settle any claim, demand, action or proceeding with respect to which without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.