Common use of Third Party Claims Procedures Clause in Contracts

Third Party Claims Procedures. If any Person other than a party hereto shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. If any Person other than (a) Following the receipt of notice of a party hereto shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is sought (receiving the "Indemnifying Party") in writing notice of the Third Party Claim within a shall promptly (i) notify the other party of its existence setting forth with reasonable time after receipt by specificity the facts and circumstances of which such party has received notice and (ii) if the party giving such notice is an Indemnified Party of written notice of such Third Party ClaimParty, specifying the legal and factual basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted; provided, however, provided that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from liability hereunder except with respect to such claim only if, and only to the extent that that, such failure to so notify the Indemnifying Party is prejudiced by such failure to give notice. The notice results in (i) shall state (with reasonable specificityx) the basis on which indemnification is being asserted, (ii) shall set forth forfeiture by the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have of rights and defenses otherwise available to the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from with respect to such claim or (y) actual material prejudice to the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right with respect to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the right, at its option, and, unless so relieved, upon written notice delivered to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In within thirty (30) days following its receipt of notice of a Third Party Claim, to the event that extent permitted by applicable Law, to assume the Indemnifying Party shall undertake to compromise or defend any defense of such Third Party Claim, it shall promptly notify including the employment of counsel reasonably satisfactory to the Indemnified Party of its intention to do soParty, and in shall be solely responsible for the payment of the fees and disbursements of such counsel. The Indemnified Party may take any event shall not settle or compromise any actions reasonably necessary to defend such Third Party Claim unless after it notifies the Indemnifying Party of such Third Party Claim prior to the time that it receives notice from the Indemnifying Party of its election in so settling accordance with the preceding sentence to assume the defense of such Third Party Claim. In the event, however, that the Indemnifying Party declines or compromising fails or is not entitled hereunder to assume the defense of the Third Party Claim as provided herein or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such thirty (30) day period, then the Indemnified Party is unconditionally released from liability thereforshall be entitled to assume and control such defense and, for the avoidance of doubt, any Damages in respect of such Third Party Claim shall include the reasonable and documented fees and disbursements of counsel for the Indemnified Party as incurred. In If the event Indemnified Party in good faith determines that the Third Party Claim involves an Indemnifying Party, after written notice from an issue or matter which could reasonably have a material adverse effect on the Business or the assets of the Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right at all times to defend take over and control the same by counsel of its own choosingdefense, but settlement, negotiation or litigation relating to any such Third Party Claim at the sole cost and expense of the Indemnifying Party. In the event , provided that if the Indemnified Party defends a Third does so take over and control, the Indemnified Party Claim, it shall not compromise any settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. If any Person other than Any claim which may form a party hereto shall assert a claim basis ----------------------------- for indemnification hereunder (each, a an "Third Party Indemnity Claim") against by any an Indemnified Party --------------- shall be asserted and resolved as set forth in this Section 10.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or with respect actual knowledge of such claim, give written notice to a party entitled the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the Indemnity Claim and the amount or the estimated amount thereof to indemnification pursuant the extent then feasible (which estimate shall not be conclusive of the final amount of any claim) and which notice, if applicable, shall also have attached to this Agreement it copies of all relevant documents received by the Indemnified Party substantiating such Indemnity Claim (the "Indemnified PartyClaim Notice"), then such . Failure of the Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice a Claim Notice as ------------ contemplated hereby shall not relieve the Indemnifying Party of its obligations hereunder from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is actually prejudiced by such failure thereby. Thereafter, the Indemnified Party shall deliver to give notice. The notice (i) shall state (with reasonable specificity) the Indemnifying Party, on an ongoing basis on which indemnification is being assertedpromptly after the Indemnified Party's receipt thereof, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands notices and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from documents received by the Indemnified Party all necessary and reasonable cooperation in said defense includingrelating to the Indemnity Claim, but not limited to, as the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim case may have arisenbe. The Indemnifying Party shall have may advise the right to control Indemnified Party within 10 Business Days from its receipt of the defense of any Claim Notice that it will defend the Indemnified Party against such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the rightExcept as hereinafter provided, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In in the event that the Indemnifying Party shall undertake to compromise or so notifies the Indemnified Party that it will defend any the Indemnified Party against such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claimclaim, the Indemnified Indemnifying Party shall have the right to defend the same Indemnified Party by counsel of its own choosing, but at appropriate proceedings and shall have the cost sole power to direct and expense of control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. In the event If an Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided, that the Indemnified Party defends and its counsel shall comply with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party Claimclaim without the consent of the Indemnified Party, it shall to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not compromise any accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claim claim; provided, that the consent of the Indemnified Party shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder. In any case, whether or not the Indemnifying Party elects to control the defense of a Third Party claim, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party claim without the written consent of the Indemnifying Party, and without such consent the Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be unreasonably withheld withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third Party Claims Procedures. If any Person other than a party hereto Vornado REIT shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Representative in writing of the Third Party Claim within commencement of any action or other assertion of a reasonable time after receipt claim by such a third party for which a Vornado Indemnified Party of written notice of such Third Party ClaimPerson believes indemnification is provided pursuant to Section 5.3(a); provided, however, that the failure of Vornado REIT to give so notify the Representative of the commencement of any such notice action or such other claim shall not relieve the Indemnifying Party SK Group of its obligations hereunder except under this Section 5.3(a) unless such failure is materially injurious to the extent that ability of SK Group to defend any such action. If any such action is brought or claim is asserted against a Vornado Indemnified Person and the Indemnifying Party Representative is prejudiced by such failure so notified, then subject to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation dispute such claim as described in said defense including, but not limited toSection 5.3(e), the services of employees of Representative, through counsel selected by the Indemnified Party who are familiar with Representative and reasonably acceptable to Vornado OP (and which counsel shall be paid its reasonable fees and expenses by Vornado REIT or Vornado OP, as the transactions out of case may be (which any such Third Party Claim may have arisen. The Indemnifying Party amounts shall have be included in the right expenses subject to the Indemnity subject to the limitations set forth herein)), shall control the defense of any such Third Party Claim unless it is relieved action or claim; provided that the Representative assume the defense of its liability hereunder by such matter (and notify Vornado REIT accordingly) within fifteen (15) days of receiving notice of such matter; and provided, further, that if Vornado REIT reasonably concludes that there may be one or more legal defenses available to any Vornado Indemnified Person that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict or potential conflict exists between Vornado Indemnified Party. The Indemnifying Party shall Person, on the one hand, and the SK Group, on the other hand, the Representative will not have the rightright to direct the defense of such action on behalf of the Vornado Indemnified Person, at and the Vornado Indemnified Person shall direct the defense of such claim through counsel reasonably satisfactory to the Representative. Any Vornado Indemnified Person will have the right to employ its optionown counsel with respect to any Partner Claim, andbut the fees, unless so relieved, to compromise or defend, expenses and other charges of such counsel will be at its own expense by its own counsel, unless (i) Vornado REIT or Vornado OP has been named as a defendant in any such Third Party Claim involving monetary damages but Claims and Vornado REIT or Vornado OP, as the case may be, reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants or that a conflict or potential conflict exists between Vornado REIT or Vornado OP, on the one hand, and the SK Group, on the other hand, (ii) the Representative does not compromise have the right to direct the defense on behalf of Vornado REIT or settle any matter involving equitable Vornado OP in accordance with the preceding sentence, or injunctive recourse against (iii) the Indemnified Party without retention of counsel by such party's written consentparty has been authorized in writing by the Representative. In the event It is expressly understood that the Indemnifying Party SK Group shall undertake not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees, expenses and other charges of more than one separate firm admitted to compromise or defend practice in such jurisdiction at any such Third Party Claimone time for the Vornado Indemnified Persons, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability thereforas a group. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party The Representative shall have the right to defend the same by counsel of its own choosing, but at the cost and expense settle any of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim Partner Claims without the written consent of the Indemnifying PartyVornado Indemnified Persons, provided that (i) the settlement shall not include any admission of wrongdoing on the part of any Vornado Indemnified Person or impose any decree, restriction or liability on any Vornado Indemnified Person, its subsidiaries, trustees or officers, and (ii) the settlement shall include providing the Vornado Indemnified Persons and their subsidiaries, trustees, and officers with a release from all liability with respect to such matter. Further, the Representative shall be required to obtain the consent of Vornado REIT for the settlement of any Partner Claim (which consent shall not to be unreasonably withheld or delayed) if (A) the settlement or any related series of settlements would result in a draw of at least $1,000,000 under the Escrow Agreement with respect to such Partner Claim (or related Partner Claims), or (B) a total of less than $6,000,000 is available to draw under the Escrow Agreement permitted with respect to such Partner Claim (or related Partner Claims) immediately prior to such settlement. If and only if the Representative fails to assume the defense of any action brought or claim asserted against a Vornado Indemnified Person under this Section 5.3(c) in which it is entitled to do so, then Vornado REIT will be entitled to settle such Partner Claim without the consent of the Representative.

Third Party Claims Procedures. If Upon receipt by an Indemnified Party of a notice of any Person other than a action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party hereto shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then matter for which such Indemnified Party is indemnified under this Section 12 which has or is expected to give rise to a claim for Losses, the Indemnified Party shall notify timely provide the party from whom indemnification is sought (Indemnifying Party with an Administration Notice, indicating the "Indemnifying Party") in writing nature of the such Third Party Claim within a reasonable time after receipt and the basis therefor; provided, however, that any delay or failure by such the Indemnified Party to provide an Administration Notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Upon receipt of an Administration Notice of a Third Party Claim from an Indemnified Party, the Indemnifying Party shall timely elect, by providing an Administration Notice to the Indemnified Party, at the Indemnifying Party's option, to assume and control the defense thereof, at its own expense and by its own counsel. If the Indemnifying Party shall undertake to compromise or settle any such Third Party Claim, it shall promptly so notify the Indemnified Party, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle, or admit any liability with respect to, any such Third Party Claim, without the prior written notice consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases each relevant Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Section 12, including by providing the other with (i) information regarding all developments relating to any such Third Party Claims, and (ii) provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such Administration Notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosingnot settle, but at the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claimcompromise or discharge, it shall not compromise or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party, such Party (which consent will not to be unreasonably withheld or delayed).

Third Party Claims Procedures. If any Any eligible Person other than a party hereto shall assert may make a claim for indemnification under this Article VII (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "an “Indemnified Party"), then such Indemnified Party shall notify ”) by notifying the indemnifying party from whom indemnification is sought (the "an “Indemnifying Party"”) of the claim in writing of the Third Party Claim within a reasonable time promptly after receipt by such Indemnified Party of receiving written notice of such Third Party Claimany Action against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable and, if not known and quantifiable, a good faith estimate thereof) and the basis thereof; provided, however, provided that the failure to give such notice shall so notify an Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is has been materially prejudiced by such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisenthereby. The Indemnifying Party shall have the right to control may participate in the defense of such Action giving rise to an Indemnified Party’s claim for indemnification at such Indemnifying Party’s expense, and at its option may assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party assuming control of such defense it must first verify to the Indemnified Party in writing that such Indemnifying Party will be fully responsible (with no reservation of any rights) for all Liabilities and obligations relating to such Third claim for indemnification and that (without regard to any dollar limitations otherwise set forth herein) it will provide indemnification to the Indemnified Party Claim unless it is relieved with respect to such Action giving rise to such claim for indemnification hereunder. The Indemnified Party may participate in the defense of such claim and to employ counsel of its liability hereunder choice for such purpose; provided that the fees and expenses of such separate counsel will be borne by the Indemnified Party. The Indemnifying Party shall have (other than any fees and expenses of such separate counsel that are incurred prior to the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that date the Indemnifying Party shall undertake to compromise or defend any effectively assumes control of such Third defense). Neither the Indemnifying Party Claim, it shall promptly notify nor the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails whichever is controlling the defense, needs to take timely action to defend a Third Party Claim, obtain the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the prior written consent of the other if the settlement thereof involves only the payment of money by the Indemnifying Party; but if the settlement involves anything other than the payment of money by the Indemnifying Party (including injunctive or equitable relief), then the party controlling the defense must obtain the prior written consent of the other party before entering into any such consent not settlement; provided, that no settlement may be made unless such settlement expressly and unconditionally releases the Indemnified Party from all liabilities and obligations with respect to be unreasonably withheld or delayedsuch claim, with prejudice.

Third Party Claims Procedures. If any Person other than a party hereto Vornado OP shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Representative in writing of the Third Party Claim within commencement of any action or other assertion of a reasonable time after receipt claim by such Indemnified Party of written notice of such Third Party Claima third party for which Vornado OP believes indemnification is provided for pursuant to Section 5.2(a) (as distinguished from any claims under Section 5.2(a) which do not involve any third party, as to which the indemnification procedures set forth in this Section 5.2(b) shall be inapplicable but the claims procedures set forth in Section 5.2(d) shall apply); provided, however, that the failure of Vornado OP so to give notify the Representative of the commencement of any such notice action or such other claim shall not relieve result in the Indemnifying Party forfeiture by Vornado OP of its obligations hereunder except right to recover for such claim from the Escrow Units in accordance with this Section 5.2 unless such failure is materially injurious to the extent that ability of the Indemnifying Party Representative to defend any such action. If any such action is prejudiced by such failure brought or claim is asserted against Vornado OP and the Representative is so notified, then (subject to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation dispute such claim as described in said defense including, but not limited toSection 5.2(d)), the services of employees of Representative, through counsel selected by the Indemnified Party who are familiar with Representative and reasonably acceptable to Vornado OP (and which counsel shall be paid its reasonable fees and expenses by Vornado OP (which amounts shall be included in the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party expenses subject to the Representation & Warranty Indemnity or the Disclosure Indemnity subject to the limitations set forth herein)) shall have the right to control the defense of any such Third Party Claim unless action or claim; provided that the Representative assumes the defense of such matter (and notifies Vornado OP accordingly) within fifteen (15) days of receiving notice of such matter; and provided further, that if Vornado OP reasonably concludes that there may be one or more legal defenses available to it is relieved that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict could reasonably be likely to exist between Vornado OP and any of its liability hereunder by the Indemnified Party. The Indemnifying Party shall SCR Unitholders, the Representative will not have the rightright to direct the defense of such action on behalf of Vornado OP and Vornado OP shall direct the defense of such matter through counsel reasonably satisfactory to the Representative. Vornado OP will have the right to employ its own counsel with respect to the action or claim, at its optionbut the fees, and, unless so relieved, to compromise or defend, expenses and other charges of such counsel will be at its own expense by its own counsel, unless (i) Vornado OP has been named as a defendant in any such Third Party Claim involving monetary damages but matter and Vornado OP reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants or that a conflict could reasonably be likely to exist between Vornado OP and any of the SCR Unitholders, (ii) the Representative does not compromise have the right to direct the defense on behalf of Vornado OP in accordance with the prior sentence, or settle any matter involving equitable or injunctive recourse against (iii) the Indemnified Party without retention of counsel by such party's written consentparty has been authorized in writing by the Representative. In the event It is understood that the Indemnifying Party Escrow Units shall undertake not, in connection with any proceeding or related proceedings in the same jurisdiction, be used for the fees, expenses and other charges of more than one separate firm admitted to compromise or defend practice in such jurisdiction at any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability thereforone time for Vornado OP. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party The Representative shall have the right to defend settle any matter for which indemnification may be available pursuant to Section 5.2(a) without the same by counsel consent of its own choosingVornado OP, but at provided that (i) the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it settlement shall not compromise include any admission of wrongdoing on the part of Vornado OP or impose any decree, restriction or liability on Vornado OP or its partners, and (ii) the settlement shall provide Vornado OP (and its subsidiaries and partners) with a release from all liability with respect to such Third Party Claim without matter. Further, the written Representative shall be required to obtain the consent of Vornado OP for the Indemnifying Party, such settlement of any matter for which indemnification is provided pursuant to Section 5.2(a) (which consent shall not to be unreasonably withheld or delayed) if (A) the settlement or any related series of settlements would result in a draw equal to or in excess of $2,000,000 under the Escrow Agreement with respect to such claim (or related claims), or (B) a total of less than $12,000,000 is available to be drawn under the Escrow Agreement with respect to Representation & Warranty Loss and Expenses or Disclosure Loss and Expenses, as the case may be, immediately prior to such settlement. If and only if the Representative fails to assume the defense of any action brought or claim asserted against Vornado OP under this Section 5.2 in which it is entitled to do so, then Vornado OP will be entitled to settle such action or claim without the consent of the Representative.

Third Party Claims Procedures. If any Person other than (a) Following the receipt of notice of a party hereto shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is sought (receiving the "Indemnifying Party") in writing notice of the Third Party Claim within a shall promptly (i) notify the other party of its existence setting forth with reasonable time after receipt by specificity the facts and circumstances of which such party has received notice and (ii) if the party giving such notice is an Indemnified Party of written notice of such Third Party ClaimParty, specifying the legal and factual basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted; provided, however, provided that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from liability hereunder except with respect to such claim only if, and only to the extent that that, such failure to so notify the Indemnifying Party is prejudiced by such failure to give notice. The notice results in (i) shall state (with reasonable specificityx) the basis on which indemnification is being asserted, (ii) shall set forth forfeiture by the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have of rights and defenses otherwise available to the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from with respect to such claim or (y) actual material prejudice to the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right with respect to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the right, at its option, and, unless so relieved, upon written notice delivered to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In within thirty (30) days following its receipt of notice of a Third Party Claim, to the event that extent permitted by applicable law, to assume the Indemnifying Party shall undertake to compromise or defend any defense of such Third Party Claim, it shall promptly notify including the employment of counsel reasonably satisfactory to the Indemnified Party and to be solely responsible for the payment of its intention the fees and disbursements of such counsel. The Indemnified Party may take any actions reasonably necessary to do so, and in any event shall not settle or compromise any defend such Third Party Claim unless after it notifies the Indemnifying Party of such Third Party Claim prior to the time that it receives notice from the Indemnifying Party of its election in so settling accordance with the preceding sentence to assume the defense of such Third Party Claim. In the event, however, that the Indemnifying Party declines or compromising fails or is not entitled hereunder to assume the defense of the Third Party Claim as provided herein or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such thirty (30) day period, then the Indemnified Party is unconditionally released from liability thereforshall be entitled to assume and control such defense and, for the avoidance of doubt, any Damages in respect of such Third Party Claim shall include the reasonable and documented fees and disbursements of counsel for the Indemnified Party as incurred. In If the event Indemnified Party in good faith determines that the Third Party Claim involves an Indemnifying Party, after written notice from an issue or matter which could reasonably have a material adverse effect on the business or assets of the Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right at all times to defend take over and control the same by counsel of its own choosingdefense, but settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost and expense of the Indemnifying Party. In the event , provided that if the Indemnified Party defends a Third does so take over and control, the Indemnified Party Claim, it shall not compromise any settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. If any Person other than a party hereto shall assert a claim (eachor demand by a third party is made against an Indemnified Person, a "Third Party Claim") against or and if such Indemnified Person intends to seek indemnity with respect to a party entitled to indemnification pursuant to thereto under this Article 8 or under any other provision of this Agreement (the "Indemnified Party")providing for indemnification, then such Indemnified Party Person shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Person in writing of such claims or demands setting forth such claims in reasonable detail. The failure of the Third Party Claim within a reasonable time Indemnified Person to give the Indemnifying Person prompt notice as provided herein shall not relieve the Indemnifying Person of any of its obligations under this Article 8, except to the extent that the Indemnifying Person is materially prejudiced by such failure. The Indemnifying Person shall have 30 days after receipt by such Indemnified Party of written notice of such Third Party Claimnotice to undertake, conduct and control, through counsel of its own choosing (but reasonably satisfactory to the Indemnified Person) and at its own expense, the settlement or defense thereof, and the Indemnified Person shall cooperate with it in connection therewith; provided, however, that the failure to give Indemnified Person may participate in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced settlement or defense through counsel chosen by such failure to give notice. The notice Indemnified Person and the fees and expenses of such counsel shall be borne by such Indemnified Person unless (i) shall state (with reasonable specificity) the basis on which indemnification is being assertedemployment thereof has been specifically authorized by the Indemnifying Person in writing, (ii) shall set forth the amount of Damages for which indemnification Indemnifying Person is being asserted also a Person against whom the claim or demand is made and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (iii) the Indemnifying Person has after a reasonable time failed to employ counsel and assume or to diligently continue to maintain such defense, in each of which events the case of third party claims, Indemnified Person may retain counsel which shall be accompanied by copies reasonably satisfactory to the Indemnifying Person, and the Indemnifying Person shall pay the reasonable fees and expenses of all relevant pleadings, demands and other papers served on such counsel for the Indemnified PartyPerson (but in no event shall the Indemnifying Person be obligated to pay the fees and expenses of more than one firm for all Indemnified Parties). Each So long as the Indemnifying Party shallPerson is reasonably contesting any such claim in good faith, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but Person shall not limited to, pay or settle any such claim without the services prior written consent of employees the Indemnifying Person. If the Indemnifying Person does not notify the Indemnified Person within 30 days after the receipt of the Indemnified Party who are familiar with Person's notice of a claim of indemnity hereunder that it elects to undertake the transactions out of which any defense thereof (or does not fulfill its commitment to undertake such Third Party Claim may have arisen. The Indemnifying Party defense), the Indemnified Person shall have the right to control contest, settle or compromise the defense of claim but shall not thereby waive any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyright to indemnity therefor pursuant to this Agreement. The Indemnifying Party Person shall have not, except with the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the prior written consent of the Indemnifying PartyIndemnified Person, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such consent not claim to be unreasonably withheld all Indemnified Parties (i.e., Seller Indemnified Persons or delayedBuyer Indemnified Persons, as the case may be) an unconditional release from all liability with respect to such claim.

Third Party Claims Procedures. If any Person other than Any claim which may form a party hereto shall assert a claim basis for indemnification hereunder (each, a an "Third Party Indemnity Claim") against by any an Indemnified Party shall be asserted and resolved as set forth in this Section 10.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or with respect actual knowledge of such claim, give written notice to a party entitled the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the Indemnity Claim and the amount or the estimated amount thereof to indemnification pursuant the extent then feasible (which estimate shall not be conclusive of the final amount of any claim) and which notice, if applicable, shall also have attached to this Agreement it copies of all relevant documents received by the Indemnified Party substantiating such Indemnity Claim (the "Indemnified PartyClaim Notice"), then such . Failure of the Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice a Claim Notice as contemplated hereby shall not relieve the Indemnifying Party of its obligations hereunder from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is actually prejudiced by such failure thereby. Thereafter, the Indemnified Party shall deliver to give notice. The notice (i) shall state (with reasonable specificity) the Indemnifying Party, on an ongoing basis on which indemnification is being assertedpromptly after the Indemnified Party's receipt thereof, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands notices and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from documents received by the Indemnified Party all necessary and reasonable cooperation in said defense includingrelating to the Indemnity Claim, but not limited to, as the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim case may have arisenbe. The Indemnifying Party shall have may advise the right to control Indemnified Party within 10 Business Days from its receipt of the defense of any Claim Notice that it will defend the Indemnified Party against such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the rightExcept as hereinafter provided, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In in the event that the Indemnifying Party shall undertake to compromise or so notifies the Indemnified Party that it will defend any the Indemnified Party against such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claimclaim, the Indemnified Indemnifying Party shall have the right to defend the same Indemnified Party by counsel of its own choosing, but at appropriate proceedings and shall have the cost sole power to direct and expense of control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. In the event If an Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided, that the Indemnified Party defends a Third Party Claim, it and its counsel shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.comply with all reasonable instructions from the

Third Party Claims Procedures. If Promptly after receipt by either Party of any Person other than a third party hereto shall assert a claim or notice of the commencement of any third party action or administrative or legal proceeding or investigation against such Party or any of its Affiliates, its and their successors and permitted assigns, or any of their respective stockholders, trustees, directors, officers, employees, agents and representatives (eachcollectively, a "Third Party Claim"the “Indemnified Person”) against or with respect to a party entitled to indemnification pursuant to which the indemnity provided for in this Agreement (the "Indemnified Party")Article IX may apply, then such Indemnified Party shall notify the party from whom indemnification is sought other Party (the "“Indemnifying Party"”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisenfact. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Person; provided, however, that if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons and in such event the Indemnifying Party shall pay the reasonable cost of such separate counsel; provided, further if the claim is one that cannot by its nature be defended solely by the Indemnifying Party, the Indemnified Person shall make available all information and assistance reasonably available and necessary for the defense of the third party action as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party. The Indemnified Person shall be entitled, at its expense, to participate in any action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume and control the defense of any such Third Party Claim unless it is relieved action, suit or proceedings if and to the extent that, in the opinion of its liability hereunder by the Indemnified Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Person or a conflict of interest between the Indemnified Person and the Indemnifying Party, and in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Person in such defense. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may will not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend settle any such action, suit or proceeding without the same by counsel of its own choosing, but at the cost and expense consent of the Indemnifying Party. In the event Indemnified Person; provided, however, that any such settlement involving non-monetary obligations of the Indemnified Party defends Person, or otherwise having a Third Party Claim, it direct effect upon its continuing operations shall not compromise any such Third Party Claim without be subject to the written consent of the Indemnifying PartyIndemnified Person, such which consent shall not to be unreasonably withheld withheld, conditioned or delayed.

Third Party Claims Procedures. If any Person other than Any claim which may form a party hereto shall assert a claim basis for indemnification hereunder (each, a an -10- "Third Party Indemnity Claim") against by any an Indemnified Party shall be asserted and resolved as set forth in this Section 7.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or with respect actual knowledge of such claim, give written notice to a party entitled the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the Indemnity Claim and the amount or the estimated amount thereof to indemnification pursuant the extent then feasible (which estimate shall not be conclusive of the final amount of any claim) and which notice, if applicable, shall also have attached to this Agreement it copies of all relevant documents received by the Indemnified Party substantiating such Indemnity Claim (the "Indemnified PartyClaim Notice"), then such . Failure of the Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice a Claim Notice as contemplated hereby shall not relieve the Indemnifying Party of its obligations hereunder from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is actually prejudiced by such failure thereby. Thereafter, the Indemnified Party shall deliver to give notice. The notice (i) shall state (with reasonable specificity) the Indemnifying Party, on an ongoing basis on which indemnification is being assertedpromptly after the Indemnified Party's receipt thereof, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands notices and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from documents received by the Indemnified Party all necessary and reasonable cooperation in said defense includingrelating to the Indemnity Claim, but not limited to, as the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim case may have arisenbe. The Indemnifying Party shall have may advise the right to control Indemnified Party within 10 Business Days from its receipt of the defense of any Claim Notice that it will defend the Indemnified Party against such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the rightExcept as hereinafter provided, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In in the event that the Indemnifying Party shall undertake to compromise or so notifies the Indemnified Party that it will defend any the Indemnified Party against such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claimclaim, the Indemnified Indemnifying Party shall have the right to defend the same Indemnified Party by counsel of its own choosing, but at appropriate proceedings and shall have the cost sole power to direct and expense of control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. In the event If an Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided, that the Indemnified Party defends and its counsel shall comply with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party Claimclaim without the consent of the Indemnified Party, it shall to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not compromise any accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claim claim; provided, that the consent of the Indemnified Party shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder. In any case, whether or not the Indemnifying Party elects to control the defense of a Third Party claim, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party claim without the written consent of the Indemnifying Party, and without such consent the Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be unreasonably withheld withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third Party Claims Procedures. If (a) In the event that any Person other than action, suit, claim or proceeding is commenced by a third party involving a claim for which a party hereto shall assert a claim required to provide indemnification hereunder (each, a "Third Party Claim"an “Indemnifying Party”) against or with respect may be liable to a party entitled to indemnification pursuant to this Agreement (the "an “Indemnified Party"”) hereunder (a “Third Party Claim”), then such the Indemnified Party shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Party in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party ClaimClaim indicating the nature of such claim and the basis therefore (the “Claim Notice”) and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; providedprovided that if the Indemnifying Party does not promptly take reasonable action to assume such defense, howeverthe Indemnified Party may lead the defense of such potentially indemnified claim and the Indemnifying Party shall be liable for all additional costs and expenses incurred by the Indemnified Party in connection therewith, provided further, that the no failure of any Indemnified Party to give such notice Claim Notice and no delay on the part of the Indemnified Party in giving any such Claim Notice shall not relieve the Indemnifying Party of its obligations any indemnification obligation hereunder except (and only) to the extent that the Indemnifying Party it shall be finally determined by a court of competent jurisdiction (which determination is prejudiced by not subject to appeal or further review) that such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, proximately and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of materially adversely prejudiced the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. If any Person other than Any claim which may form a party hereto shall assert a claim ----------------------------- basis for indemnification hereunder (each, a an "Third Party Indemnity Claim") against by any an Indemnified --------------- Party shall be asserted and resolved as set forth in this Section 7.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or with respect actual knowledge of such claim, give written notice to a party entitled the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the Indemnity Claim and the amount or the estimated amount thereof to indemnification pursuant the extent then feasible (which estimate shall not be conclusive of the final amount of any claim) and which notice, if applicable, shall also have attached to this Agreement it copies of all relevant documents received by the Indemnified Party substantiating such Indemnity Claim (the "Indemnified PartyClaim Notice"), then such . Failure of the Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice a Claim Notice as ------------ contemplated hereby shall not relieve the Indemnifying Party of its obligations hereunder from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is actually prejudiced by such failure thereby. Thereafter, the Indemnified Party shall deliver to give notice. The notice (i) shall state (with reasonable specificity) the Indemnifying Party, on an ongoing basis on which indemnification is being assertedpromptly after the Indemnified Party's receipt thereof, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands notices and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from documents received by the Indemnified Party all necessary and reasonable cooperation in said defense includingrelating to the Indemnity Claim, but not limited to, as the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim case may have arisenbe. The Indemnifying Party shall have may advise the right to control Indemnified Party within 10 Business Days from its receipt of the defense of any Claim Notice that it will defend the Indemnified Party against such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyclaim. The Indemnifying Party shall have the rightExcept as hereinafter provided, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In in the event that the Indemnifying Party shall undertake to compromise or so notifies the Indemnified Party that it will defend any the Indemnified Party against such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claimclaim, the Indemnified Indemnifying Party shall have the right to defend the same Indemnified Party by counsel of its own choosing, but at appropriate proceedings and shall have the cost sole power to direct and expense of control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. In the event If an Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided, that the Indemnified Party defends and its counsel shall comply -------- with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party Claimclaim without the consent of the Indemnified Party, it shall to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not compromise any accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claim claim; provided, that the consent of the Indemnified Party shall not -------- be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder. In any case, whether or not the Indemnifying Party elects to control the defense of a Third Party claim, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement in respect of a Third Party claim without the written consent of the Indemnifying Party, and without such consent the Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be -------- unreasonably withheld withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third Party Claims Procedures. If any Person other than third party asserts a party hereto shall assert Claim (a claim (each, a "“Third Party Claim"”) against or with respect an Indemnified Party that could reasonably be expected to give rise to a party entitled right on the part of the Indemnified Party to indemnification pursuant to under this Agreement (Article XI, the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing give notice of the Third such Third-Party Claim within a reasonable time to the Indemnifying Party as soon as practicable (but in no event later than fifteen (15) Business Days after receipt by such Indemnified Party of receiving written notice of such Third Third-Party Claim or otherwise acquiring actual knowledge of the assertion thereof), and the Indemnifying Party shall have the right to assume the defense of such Third-Party Claim and may employ counsel reasonably satisfactory to the Indemnified Party to represent or defend against such Third-Party Claim; provided, however, that the failure to give such notice shall so notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations from any liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except to the extent that the Indemnifying Party is prejudiced by as a result of such failure, including where the failure to give notice. The notice (i) shall state (with reasonable specificity) so notify the basis on which indemnification is being asserted, (ii) shall set forth Indemnifying Party results in Losses to the amount Indemnifying Party or the forfeiture of Damages for which indemnification is being asserted and (iii) substantive rights or defenses that would otherwise be available in the case defense of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on such Third-Party Claim. If the Indemnified Party. Each Indemnifying Party shallelects not to assume the defense or fails to assume the defense in a timely manner, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from then the Indemnified Party all necessary may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim and the Indemnifying Party will pay the reasonable cooperation in said defense includingfees and disbursements of such counsel; provided, but not limited tohowever, the services of employees of that the Indemnified Party who are familiar shall not, in connection with the transactions any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of which the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Third Party Claim may have arisenLegal Proceeding. The If the Indemnifying Party shall have the right to control does assume the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Third-Party Claim, the Indemnified Party shall have the right to defend participate in the same by counsel defense of such Third-Party Claim at its own choosing, but at the cost and expense of the Indemnifying Partyexpense. In the event that If the Indemnified Party defends a Third Party Claimretains its own counsel, it shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party shall reasonably cooperate in providing information to and consulting with the Indemnified Party about the Third-Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. If any a claim or demand in respect of which an Indemnified Person might seek indemnity is asserted against or sought to be collected from such Indemnified Person by a Person other than Seller or any Affiliate of Seller, Buyer or any Affiliate of Buyer (a party hereto shall assert a claim (each, a "“Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"”), then such Indemnified Party Person shall promptly (and in any event within two Business Days) notify the party from whom indemnification is sought (the "Indemnifying Party") Person in writing of such claim or demand setting forth such claims in reasonable detail. The failure of the Third Party Claim within a reasonable time Indemnified Person to give the Indemnifying Person prompt notice as provided herein shall not relieve the Indemnifying Person of any of its obligations under this ARTICLE 9, except to the extent that the Indemnifying Person is irreparably prejudiced by such failure. The Indemnifying Person shall have 30 days after receipt by such Indemnified Party of written notice of such Third Party Claimnotice to undertake, conduct and control, through counsel of its own choosing (but reasonably satisfactory to the Indemnified Person) and at its own expense, the settlement or defense thereof, and the Indemnified Person shall cooperate with the Indemnifying Person in connection therewith; provided, however, that the failure to give Indemnified Person may participate in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced settlement or defense through counsel chosen by such failure to give notice. The notice Indemnified Person and the fees and expenses of such counsel shall be borne by such Indemnified Person unless (i) shall state (with reasonable specificity) the basis on which indemnification is being assertedemployment thereof has been specifically authorized by the Indemnifying Person in writing, or (ii) shall set forth the amount Indemnifying Person has after a reasonable time failed to employ counsel and to assume or to diligently continue to maintain such defense, in each of Damages for which indemnification is being asserted and (iii) in events the case of third party claims, Indemnified Person may retain counsel which shall be accompanied by copies reasonably satisfactory to the Indemnifying Person, and the Indemnifying Person shall pay the reasonable fees and expenses of all relevant pleadings, demands and other papers served on such counsel for the Indemnified PartyPerson (but in no event shall the Indemnifying Person be obligated to pay the fees and expenses of more than one firm for all Indemnified Parties). Each So long as the Indemnifying Party shallPerson is reasonably contesting any such claim in good faith, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but Person shall not limited to, pay or settle any such claim without the services prior written consent of employees the Indemnifying Person. If the Indemnifying Person does not notify the Indemnified Person within 30 days after the receipt of the Indemnified Party who are familiar with Person’s notice of a claim of indemnity hereunder that it elects to undertake the transactions out of which any defense thereof (or does not fulfill its commitment to undertake such Third Party Claim may have arisen. The Indemnifying Party defense), the Indemnified Person shall have the right to control contest, settle or compromise the defense of claim but shall not thereby waive any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Partyright to indemnity therefor pursuant to this Agreement. The Indemnifying Party Person shall have not, except with the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the prior written consent of the Indemnifying PartyIndemnified Person, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such consent not claim to be unreasonably withheld all Indemnified Parties (i.e., Seller Indemnified Persons or delayedBuyer Indemnified Persons, as the case may be) an unconditional release from all liability with respect to such claim.

Third Party Claims Procedures. If (a) In the event that any Person other than action, suit, claim or proceeding is commenced by a third party involving a claim for which a party hereto shall assert required to provide indemnification hereunder (an "Indemnifying Party") may be liable to a claim party entitled to indemnification (each, an "Indemnified Party") hereunder (a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such the Indemnified Party shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Party in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party ClaimClaim indicating the nature of such claim and the basis therefore (the "Claim Notice") and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; providedprovided that if the Indemnifying Party does not promptly take reasonable action to assume such defense, howeverthe Indemnified Party may lead the defense of such potentially indemnified claim and the Indemnifying Party shall be liable for all additional costs and expenses incurred by the Indemnified Party in connection therewith, provided further, that the no failure of any Indemnified Party to give such notice Claim Notice and no delay on the part of the Indemnified Party in giving any such Claim Notice shall not relieve the Indemnifying Party of its obligations any indemnification obligation hereunder except (and only) to the extent that the Indemnifying Party it shall be finally determined by a court of competent jurisdiction (which determination is prejudiced by not subject to appeal or further review) that such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, proximately and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of materially adversely prejudiced the Indemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.