Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. Promptly after the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely to the extent that, such failure actually prejudices the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the receipt by service of any Buyer summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or Seller a Bona Vida Indemnified Party (each, an the “Third Party Indemnified Party”) of notice ofmay seek indemnification against the Bona Vida Shareholders or BCC, or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party respectively (the “Third Party Indemnifying Party”) pursuant to this ARTICLE VIISection 5.6, the Third Party Indemnified Party shall give such Indemnifying Party written notice of thereof to the commencement of such action or proceeding and give such Third Party Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewithParty. The failure Failure to give such provide notice shall not relieve any the Third Party Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VIISection 5.6, except where, and solely to the extent that, such failure actually prejudices the rights of such Indemnifying Partyany actual damage caused by that failure. If such Indemnifying The Third Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such Indemnifying Party shall have the right to defend, at its own expense and by its own counsel assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, any fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such matter involving Action, the asserted Liability of the Indemnified Party; provided, however, that the Third Party Indemnified Party shall have the right to participate in defend the defense or such asserted Liability action resulting from the Action by counsel of its own choosing, but at the Indemnified Party’s own expense. In any event, the Indemnified Party cost and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any expense of the Indemnified Parties may undertake such defense and the Indemnifying Third Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified The Third Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claimAction against it, subject to obtaining consent and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the settlement of such claim by the Third Party Indemnifying Party (which and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent shall of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not be unreasonably withheld, delayed likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or conditioned)its business.

Third Party Claims Procedure. Promptly Each of the parties hereto, within five (5) days after the receipt by service of process upon either of them in a lawsuit, including any Buyer Indemnified Party notices of any court action or Seller Indemnified Party administrative action (eachor any other type of action or proceeding), an “Indemnified Party”) or promptly after either of notice them, to its respective knowledge, shall become subject to, or possess actual knowledge of, any damage, liability, loss, cost, expense, or threat ofclaim to which any of the indemnification provisions set forth in this Agreement relate, shall give written notice to the other party setting forth the facts relating to the claim, damage, or loss, if available, and the estimated amount of the same. “Promptly” for purposes of this Section 11.3 shall mean giving notice within ten (10) days, provided that the failure promptly notify the indemnifying party shall not operate to waive, reduce or extinguish the indemnified party’s rights hereunder unless such failure materially prejudices the indemnifying party. Upon receipt of such notice relating to a lawsuit, the commencement indemnifying party shall be entitled to (i) participate at its own expense in the defense or investigation of any action claim or proceeding against such Indemnified Party by a third partylawsuit or (ii) assume the defense thereof, such Indemnified Party shall, if a claim with respect thereto is or may be made against any in which event the indemnifying party (shall not be liable to the “Indemnifying Party”) pursuant to this ARTICLE VII, give indemnified party for legal or attorney fees thereafter incurred by such Indemnifying Party written notice of the commencement indemnified party in defense of such action or proceeding and give such Indemnifying Party a copy claim; provided, that if the indemnified party may have any unindemnified liability out of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely to the extent thatclaim, such failure actually prejudices the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such Indemnifying Party party shall have the right to defendapprove the counsel selected by the indemnifying party, at its own expense which approval shall not be withheld unreasonably. If the indemnifying party assumes the defense of any claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter be borne by such party and such party shall have the authority to compromise and settle such claim or lawsuit, or to appeal any adverse judgment or ruling with the cost of such appeal to be paid by its own counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability of the Indemnified Partyparty; provided, however, that if the Indemnified Party indemnified party may have any unindemnified liability arising out of such claim or lawsuit the indemnifying party shall have the right authority to compromise and settle each such claim or lawsuit only with the written consent of the indemnified party, which shall not be withheld unreasonably. The indemnified party may continue to participate in any litigation at its expense after the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume indemnifying party assumes the defense of such action. In the event the indemnifying party does not elect to assume the defense of a claim or lawsuit, the indemnified party shall have authority to compromise and settle such claim or shall not respond within twenty (20) days of notice of such claim, in accordance lawsuit only with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the written consent of the Indemnified Party; providedindemnifying party, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)to appeal any adverse judgment or ruling, with all costs, fees, and expenses indemnifiable under this Agreement to be paid by the indemnifying party. Upon the indemnified party’s furnishing to the indemnifying party an estimate of any loss, damage, liability, or expense to which the indemnification provisions of this Agreement relate, the indemnifying party shall pay to the indemnified party the amount of such estimate within ten (10) days of receipt of such estimate, unless the indemnifying party in good faith disputes its liability with respect to any such claim.

Third Party Claims Procedure. (a) Promptly (and in any event within five days after the receipt by service of any Buyer Indemnified Party summons or Seller Indemnified Party other document) after acquiring knowledge of any third party Claim for which one or more of the Parties (each, an “the "Indemnified Party”") of notice of, or threat of, the commencement of any action or proceeding may seek indemnification against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party other Parties (the “"Indemnifying Party”") pursuant to this ARTICLE VIIArticle V, the Indemnified Party shall give such Indemnifying Party written notice of thereof to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewithParty. The failure Failure to give such provide notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VIISection 5.2, except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to defend, at its own expense and by its own assume the defense of any Claim with counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability Party upon delivery of notice to that effect to the Indemnified Party; provided. If the Indemnifying Party, howeverafter written notice from the Indemnified Party, that fails to take timely action to defend the action resulting from the Claim or otherwise respond to the Claim, the Indemnified Party shall have the right to participate in defend the defense or such asserted Liability action resulting from the Claim by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. The Indemnified Party’s own expense. In Party shall have the right to settle or compromise any eventClaim against it, and recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the Claim; otherwise, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, have no right to settle or compromise of, any such asserted LiabilityClaim. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the The Indemnifying Party shall have the sole right to settle or compromise any claim against the claim, subject to obtaining Indemnified Party without the consent of the Indemnified Party; provided, however, Party provided that if the Indemnified Party shall fail to consent to terms of the settlement of such a claim by or compromise provide for the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by and require the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods payment of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)monetary damages only.

Third Party Claims Procedure. (a) Promptly after the receipt by any Buyer an Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding against a Third Party Claim with respect to which such Indemnified Party by a third partymay be entitled to receive payment from the other Party for any Purchaser Losses or any Shareholder Losses (as the case -41- may be), such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (will notify the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written promptly following the Indemnified Party's receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding and give such proceeding; provided, however, that the failure to so notify the Indemnifying Party a copy of will relieve the Indemnifying Party from liability under this Agreement with respect to such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely only to the extent that, such failure actually prejudices to notify the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant results in the prejudice to this ARTICLE VII the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim and/or process claim; provided, further, that the Indemnifying Party may assume such defense under a reservation of rights that the Indemnified Party may not be entitled to indemnification hereunder. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within twenty ten (2010) days thereafter assuming full responsibility for any Purchaser Losses or Shareholder Losses (as the case may be) resulting from such Third Party Claim, to assume the defense of such noticeaudit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. Notwithstanding the foregoing, such Indemnifying Indemnified Party shall have the right to defend, employ separate counsel at the Indemnifying Party's expense and to control its own expense defense of such action or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the named parties to any proceeding (including any impleaded parties) include both the Indemnifying Party and an Indemnified Party and (a) representation of both parties by its own the same counsel, or conduct by the Indemnifying Party of the defense of the Indemnified Party, would be inappropriate due to actual or potential differing interests between the Indemnifying Party and such Indemnified Party or (b) there may be defenses available to the Indemnified Party which are different from, or in addition to, the defenses available to the Indemnifying Party, or (iii) the Indemnifying Party fails to assume the defense of the proceeding or to employ counsel reasonably acceptable satisfactory to the Indemnified Party, any such matter involving the asserted Liability of the Indemnified Partyin each case in a timely manner; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any single jurisdiction in one Third Party Claim. In any Third Party Claim for which the Indemnifying Party has assumed the defense, the Indemnified Party shall will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense or of any matter the defense of which the Indemnifying Party has assumed. The Indemnifying Party and the Indemnified Party shall cooperate in good faith with respect to the defense of any such asserted Liability at matter. The Indemnified Party will (and will cause the respective officers, directors, employees, auditors and agents of the Indemnified Party’s own expense. In any event, ) provide the Indemnified Indemnifying Party and its counsel and such Indemnifying Party other advisors full access, during reasonable business hours and under reasonable circumstances, to any and all of its counsel shall cooperate in the defense againstpremises, or compromise ofemployees (including executive officers), any such asserted Liability. In the event that such Indemnifying Party shall decline contracts, financial statements, books, records and other information pertaining to participate in or assume the defense of any such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claimmatter, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)appropriate confidentiality agreement.

Third Party Claims Procedure. Promptly after the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely to the extent that, such failure actually prejudices the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying any Indemnified Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying seeks indemnification hereunder based on a Third Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth aboveClaim, the Indemnifying Party shall have the sole right (without prejudice to settle the claim, subject to obtaining the consent right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any compromise, settlement or strategic decision relating thereto) to control the defense or prosecution of such Third Party Claim at its own expense through counsel of its own choosing if the Indemnifying Party gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice, or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the “Election Period”). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party; provided. If (i) the Election Period expires, howeveror (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, that if then the Indemnified Party shall fail to consent to be entitled prosecute or defend the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx Third Party Claim and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, recover from the Indemnifying Party may enter into such settlement without all of the Indemnified Partyreasonable costs and expenses (including reasonable attorney’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)fees) associated therewith.

Third Party Claims Procedure. (a) Promptly (and in any event within five days after the receipt by service of any Buyer Indemnified Party summons or Seller Indemnified Party other document) after becoming aware of any third party claim for which one or more of the Parties (each, an the “Indemnified Party”) of notice of, may seek indemnification against one or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party more other Parties (the “Indemnifying Party”) pursuant to this ARTICLE VIIAgreement, the Indemnified Party shall give such Indemnifying Party written notice of thereof to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewithParty. The failure Failure to give such provide notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under Section 7.1 or this ARTICLE VIISection 7.2, except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to defend, at its own expense and by its own assume the defense of any claim with counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability Party upon delivery of notice to that effect to the Indemnified Party; provided. If the Indemnifying Party, howeverafter written notice from the Indemnified Party, that fails to take timely action to defend the action resulting from the claim or otherwise respond to the claim, the Indemnified Party shall have the right to participate in defend the defense or such asserted Liability action resulting from the claim by counsel of its own choosing, but at the Indemnified cost and expense of the Indemnifying Party’s own expense. In any event, the The Indemnified Party shall have the right to settle or compromise any claim against it, and its counsel and such recover from the Indemnifying Party and its counsel shall cooperate any amount paid in the defense against, settlement or compromise ofthereof, any such asserted Liability. In if it has given written notice of the event that such proposed settlement or compromise to the Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right has failed to settle take timely action to defend the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth aboveotherwise, the Indemnified Party shall have the sole no right to settle or compromise any claim. The Indemnifying Party shall have the right to settle or compromise any claim against the Indemnified Party without the consent of the Indemnified Party, subject to obtaining consent to provided that the terms of the settlement or compromise provide for the unconditional release of such claim the Indemnified Party and require only the payment of monetary damages by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)Party.

Third Party Claims Procedure. (a) Promptly after following the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat ofof a Third Party Claim for which it may seek indemnification hereunder, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (receiving the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement Third Party Claim shall notify the Indemnifying Party of such action or proceeding and give such Indemnifying Third Party a copy of such claim and/or process (or threat thereof) and all legal pleadings Claim explaining in connection therewithreasonable detail the Third Party Claim. The failure to give such notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VII, Agreement except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification is prejudiced as a result of the failure to give such notice. Within 15 business days after receipt of the notice by the Indemnifying Party pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such noticethe preceding sentence, such the Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to notify the Indemnified PartyParty whether it elects to undertake the defense of the Third Party Claim; provided that the Indemnifying Party may so elect to undertake the defense of such claim without the consent of the Indemnified Party only if such claim involves money damages and if the adverse determination of such claim, any such matter involving singly or in the asserted Liability aggregate, would not reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, howeverfurther, that the Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume undertake the defense of such action, or Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall not respond within twenty (20) days keep the other party fully advised of notice the progress and disposition of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).

Third Party Claims Procedure. (a) Promptly after following the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat ofof a Third Party Claim for which it may seek indemnification hereunder, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (receiving the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement Third Party Claim shall notify the Indemnifying Party of such action or proceeding and give such Indemnifying Third Party a copy of such claim and/or process (or threat thereof) and all legal pleadings Claim explaining in connection therewithreasonable detail the Third Party Claim. The failure to give such notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VII, Agreement except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification is prejudiced as a result of the failure to give such notice. Within 15 business days after receipt of the notice by the Indemnifying Party pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such noticethe preceding sentence, such the Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to notify the Indemnified PartyParty whether it elects to undertake the defense of the Third Party Claim; provided that the Indemnifying Party may so elect to undertake the defense of -------- ---- such claim without the consent of the Indemnified Party only if such claim involves money damages and if the adverse determination of such claim, any such matter involving singly or in the asserted Liability aggregate, would not reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, howeverfurther, that the -------- ------- Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third 42 Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume undertake the defense of such action, or Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall not respond within twenty (20) days keep the other party fully advised of notice the progress and disposition of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).

Third Party Claims Procedure. Promptly after In the receipt by event that any Buyer Indemnified Party or Seller seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (without prejudice to the right of the Indemnified Party (eachto employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any compromise, an “settlement or strategic decision relating thereto; provided that if the Indemnified Party reasonably determines that representation by the Indemnifying Party’s counsel of the Indemnifying Party and the Indemnified Party may present such counsel with a conflict of interests, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party”’s counsel) to defend or prosecute such Third Party Claim at its own expense through counsel of its own choosing if the Indemnifying Party gives notice of, or threat of, thereof to the commencement of any action or proceeding against such Indemnified Party by a third party, within thirty (30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party shall, if would not be materially prejudiced as a claim with respect thereto is or may be made against any indemnifying party result of the failure to have received such notice (the “Indemnifying PartyElection Period”) pursuant ). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to this ARTICLE VIIfile any motion, give such Indemnifying Party written notice of the commencement of such action answer or proceeding and give such Indemnifying Party a copy of such claim and/or process (other pleading that shall be necessary or threat thereof) and all legal pleadings in connection therewith. The failure appropriate to give such notice shall not relieve any Indemnifying Party of any of protect its indemnification obligations contained in this ARTICLE VII, except where, and solely to the extent that, such failure actually prejudices rights or the rights of such the Indemnifying Party. If such (i) the Election Period expires or (ii) the Indemnifying Party acknowledges responsibility notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of the reasonable costs and expenses (including reasonable attorney’s fees) associated therewith. Notwithstanding the assumption of the defense of any Third Party Claim by the Indemnified Party pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such noticeparagraph, such the Indemnifying Party shall have the right to defendapprove the terms of settlement of any Third Party Claim, at its own expense and by its own counsel reasonably acceptable to which approval shall not be unreasonably delayed or withheld. So long as the Indemnified Party, Indemnifying Party is contesting any such matter involving the asserted Liability of the Indemnified Party; providedclaim in good faith, however, that the Indemnified Party shall have not pay or settle any such claim without the right to participate in the defense or such asserted Liability at the Indemnified Indemnifying Party’s own expense. In any eventconsent, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or which consent shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall to be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by themunreasonably delayed or withheld. If the Indemnifying Party is defending not contesting such claim in good faith, then the claim as set forth aboveIndemnified Party may conduct and control, through counsel of their own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xxcooperate with them in connection therewith. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release The failure of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does to participate in, conduct or control such defense shall not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, relieve the Indemnifying Party of any obligation they may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)hereunder.

Third Party Claims Procedure. (a) Promptly (and in any event within five days after the receipt by service of any Buyer Indemnified Party summons or Seller Indemnified Party other document) after acquiring knowledge of any third party Claim for which one or more of the Parties (each, an the “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding may seek indemnification against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party other Parties (the “Indemnifying Party”) pursuant to this ARTICLE VIIArticle 5, the Indemnified Party shall give such Indemnifying Party written notice of thereof to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewithParty. The failure Failure to give such provide notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VIISection 5.2, except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to defend, at its own expense and by its own assume the defense of any Claim with counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability Party upon delivery of notice to that effect to the Indemnified Party; provided. If the Indemnifying Party, howeverafter written notice from the Indemnified Party, that fails to take timely action to defend the action resulting from the Claim or otherwise respond to the Claim, the Indemnified Party shall have the right to participate in defend the defense or such asserted Liability action resulting from the Claim by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. The Indemnified Party’s own expense. In Party shall have the right to settle or compromise any eventClaim against it, and recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the Claim; otherwise, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, have no right to settle or compromise of, any such asserted LiabilityClaim. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the The Indemnifying Party shall have the sole right to settle or compromise any claim against the claim, subject to obtaining Indemnified Party without the consent of the Indemnified Party; provided, however, Party provided that if the Indemnified Party shall fail to consent to terms of the settlement of such a claim by or compromise provide for the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by and require the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods payment of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)monetary damages only.

Third Party Claims Procedure. Promptly after In the receipt by event that any Buyer Indemnified Party or Seller seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (without prejudice to the right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any compromise, settlement or strategic decision relating thereto) to defend or prosecute such Third Party Claim at its own expense through counsel of its own choosing if the Indemnifying Party gives notice thereof to the Indemnified Party within thirty (each, an “30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party”) Party would not be materially prejudiced as a result of the failure to have received such notice of, or threat of(the "ELECTION PERIOD"). Notwithstanding the preceding sentence, the commencement of any action or proceeding against such Indemnified Party by a third partyis hereby authorized during the Election Period to file any motion, such Indemnified Party shall, if a claim with respect thereto is answer or may other pleading that shall be made against any indemnifying party (the “Indemnifying Party”) pursuant necessary or appropriate to this ARTICLE VII, give such Indemnifying Party written notice of the commencement of such action protect its rights or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely to the extent that, such failure actually prejudices the rights of such the Indemnifying Party. If such (i) the Election Period expires or (ii) the Indemnifying Party acknowledges responsibility notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of the reasonable costs and expenses (including reasonable attorney's fees) associated therewith. Notwithstanding the assumption of the defense of any Third Party Claim by the Indemnified Party pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such noticeparagraph, such the Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to approve the Indemnified Party, any such matter involving the asserted Liability terms of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Partyany Third Party Claim, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent approval shall not be unreasonably withheld, delayed or conditioned)withheld.

Third Party Claims Procedure. (a) Promptly (and in any event within five days after the receipt by service of any Buyer Indemnified Party summons or Seller Indemnified Party other document) after acquiring knowledge of any third party Claim for which one or more of the Parties (each, an the “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding may seek indemnification against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party other Parties (the “Indemnifying Party”) pursuant to this ARTICLE VIIArticle V, the Indemnified Party shall give such Indemnifying Party written notice of thereof to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewithParty. The failure Failure to give such provide notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VIISection 5.2, except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to defend, at its own expense and by its own assume the defense of any Claim with counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability Party upon delivery of notice to that effect to the Indemnified Party; provided. If the Indemnifying Party, howeverafter written notice from the Indemnified Party, that fails to take timely action to defend the action resulting from the Claim or otherwise respond to the Claim, the Indemnified Party shall have the right to participate in defend the defense or such asserted Liability action resulting from the Claim by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. The Indemnified Party’s own expense. In Party shall have the right to settle or compromise any eventClaim against it, and recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the Claim; otherwise, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, have no right to settle or compromise of, any such asserted LiabilityClaim. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the The Indemnifying Party shall have the sole right to settle or compromise any claim against the claim, subject to obtaining Indemnified Party without the consent of the Indemnified Party; provided, however, Party provided that if the Indemnified Party shall fail to consent to terms of the settlement of such a claim by or compromise provide for the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by and require the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods payment of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned)monetary damages only.

Third Party Claims Procedure. (a) Promptly after following the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat ofof a Third Party Claim for which it may seek indemnification hereunder, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (receiving the “Indemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement Third Party Claim shall notify the Indemnifying Party of such action or proceeding and give such Indemnifying Third Party a copy of such claim and/or process (or threat thereof) and all legal pleadings Claim explaining in connection therewithreasonable detail the Third Party Claim. The failure to give such notice shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in under this ARTICLE VII, Agreement except where, and solely to the extent that, such failure actually prejudices that the rights of such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification is prejudiced as a result of the failure to give such notice. Within 15 business days after receipt of the notice by the Indemnifying Party pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such noticethe preceding sentence, such the Indemnifying Party shall notify the Indemnified Party whether it elects to undertake the defense of the Third Party Claim; provided that the Indemnifying Party may so elect to undertake the defense of such claim without the consent of the Indemnified Party only if such claim involves solely money damages and if the adverse determination of such claim, singly or in the aggregate, would not reasonably be expected to have a material adverse effect on the right business of the Indemnified Party. Each Indemnified Party shall make available to defendthe Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its own expense and by with counsel of its own counsel reasonably acceptable choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified PartyParty as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, any such matter involving the asserted Liability of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted Liability at the Indemnified Party’s own expense. In any event, the Indemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume undertake the defense of such action, or Third Party Claim through counsel of its own choosing. The Party that defends the Third Party Claim shall not respond within twenty (20) days keep the other Party fully advised of notice the progress and disposition of such claim, in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).