Common use of Notice, Etc Clause in Contracts

Notice, Etc. A Party required to make an indemnification payment pursuant to this Agreement (Indemnifying Party) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required to make If any party (the "Indemnified Party") receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third which any other party (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 10.2(a) (Indemnification of Superholdings ) or Section 10.2(b) (Indemnification of the Members), the Indemnified Party Claims or otherwise with respect shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to any covenant, representation, warranty, agreement, undertaking or obligation notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement unless Article 10, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an Asserted Liability that such Indemnifying Party entitled has the right to receive such indemnification payment defend against hereunder (and except as otherwise set forth in this Article 10). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnified Party) gives notice . Each of the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnifying Party specifying Indemnified Party, unless (i) the covenant, Indemnified Party reasonably objects to the assumption of such defense on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and such Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the such Indemnifying Party is not capable (by reason thereof under this Agreementof insufficient financial capacity, and bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) whether the action or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, proceeding seeks injunctive or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of other equitable relief against the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required to make an indemnification payment pursuant to this Agreement (“Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (“Indemnified Party”) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount (or estimate, if the magnitude of the Claim cannot be precisely determined at that time) of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required to make If any party (the "Indemnified Party") receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third which any other party (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 10.2(a) (Indemnification of Buyer and Buyerparent) or Section 10.2(b) (Indemnification of the Sellers), the Indemnified Party Claims or otherwise with respect shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to any covenant, representation, warranty, agreement, undertaking or obligation notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement unless Article, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an Asserted Liability that such Indemnified Party entitled has the right to receive such indemnification payment defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnified Party) gives notice . Each of the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnifying Party specifying Indemnified Party, unless (i) the covenant, Indemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnified Party that are not available to such Indemnifying Parties, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party is not capable (by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.insufficient

Notice, Etc. A Party required to make an indemnification payment pursuant to this Agreement ("Indemnifying Party") shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment ("Indemnified Party") gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount (or estimate, if the magnitude of the Claim cannot be precisely determined at that time) of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s 's counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect material adverse effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required to make an indemnification payment pursuant to this Agreement (Indemnifying Party) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect material adverse effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A (a) To the extent that undertakings of any Indemnifying Party required set forth in this Article VI may be unenforceable, such Indemnifying Party shall contribute the maximum amount that it is permitted to make an indemnification contribute under Applicable Law to the payment pursuant to this Agreement and satisfaction of all Losses incurred by the Indemnified Party. (b) An Indemnified Party shall give Xxxxxx or WEST, as the applicable indemnifying party (the “Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the matter which an Indemnified Party may have against the Indemnifying Party by reason thereof has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and (iii) whether method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Claim Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is a Third materially prejudiced by such failure and shall not relieve the Indemnifying Party Claimfrom any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. With The obligations and Liabilities of the Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims, ”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party (i) shall give the Indemnifying Party prompt receive notice of any Third Party Claim, (ii) prior the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to taking provide such notice shall not release the Indemnifying Party from any action with respect of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, shall consult with then the Indemnifying Party as to the procedure to shall be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, entitled to assume and control the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost expense and expense. If the Indemnifying Party shall elect through counsel of its choice if it gives notice of its intention to assume the exclusive defense of any Third Party Claim pursuant do so to this Agreement, it shall notify the Indemnified Party in writing within five days of the receipt of such electionnotice from the Indemnified Party; provided, and however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying Party shall not be liable hereunder for any fees or expenses judgment of the Indemnified Party’s , in its sole and absolute discretion, for the same counsel relating to such Third Party Claim after the date of delivery to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of such notice of electionthe Indemnifying Party. The In the event the Indemnifying Party will not compromise or settle exercises the right to undertake any such defense against any such Third Party Claim without the written consent of as provided above, the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if cooperate with the relief provided is other than monetary damages or Indemnifying Party in such relief would have a material adverse effect on defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Notwithstanding Similarly, in the foregoingevent the Indemnified Party is, if the Indemnifying Party elects to assume directly or indirectly, conducting the defense with respect to against any such Third Party Claim, the Indemnifying Party shall have cooperate with the right Indemnified Party in such defense and make available to compromise the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on under the 20 Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding the foregoing, the Party which defends any No such Third Party Claim shall, to may be settled by the extent required by any insurance policies Indemnifying Party without the prior written consent of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim. Section 6.05.

Notice, Etc. A If any Party required entitled to make indemnification from another Party under Section 6.03 or Section 6.04 (the “Indemnified Party”) receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party“Asserted Liability”) shall have no liability with respect to Third which the Indemnified Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party is entitled to receive such indemnification payment under Section 6.03 or Section 6.04 from another Party hereto (an “Indemnifying Party”), the Indemnified Party) gives notice to Party shall promptly give the Indemnifying Party specifying notice thereof. The Indemnified Party’s failure to notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Article, except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend against an Asserted Liability that such Indemnifying Party has the right to defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnified Party. The Indemnifying Party may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnified Party, unless (i) the covenantIndemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Party has indicated that, without a waiver, it cannot represent both the Indemnified Party and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party is not capable (by reason thereof under this Agreementof insufficient financial capacity, and bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) whether the action or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, proceeding seeks injunctive or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of other equitable relief against the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A An Indemnified Party required to make an indemnification payment pursuant to this Agreement shall give Xxxxxx (the “Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the matter which an Indemnified Party may have against the Indemnifying Party by reason thereof has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and (iii) whether method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Claim Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is a Third materially prejudiced by such failure and shall not relieve the Indemnifying Party Claimfrom any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. With The obligations and Liabilities of the Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims, ”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party (i) shall give the Indemnifying Party prompt receive notice of any Third Party Claim, (ii) prior the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to taking provide such notice shall not release the Indemnifying Party from any action with respect of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, shall consult with then the Indemnifying Party as to the procedure to shall be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, entitled to assume and control the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost expense and expense. If the Indemnifying Party shall elect through counsel of its choice if it gives notice of its intention to assume the exclusive defense of any Third Party Claim pursuant do so to this Agreement, it shall notify the Indemnified Party in writing within five days of the receipt of such electionnotice from the Indemnified Party; provided, and however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying Party shall not be liable hereunder for any fees or expenses judgment of the Indemnified Party’s , in its sole and absolute discretion, for the same counsel relating to such Third Party Claim after the date of delivery to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of such notice of electionthe Indemnifying Party. The In the event the Indemnifying Party will not compromise or settle exercises the right to undertake any such defense against any such Third Party Claim without the written consent of as provided above, the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if cooperate with the relief provided is other than monetary damages or Indemnifying Party in such relief would have a material adverse effect on defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Notwithstanding Similarly, in the foregoingevent the Indemnified Party is, if the Indemnifying Party elects to assume directly or indirectly, conducting the defense with respect to against any such Third Party Claim, the Indemnifying Party shall have cooperate with the right Indemnified Party in such defense and make available to compromise the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding the foregoing, the Party which defends any No such Third Party Claim shall, to may be settled by the extent required by any insurance policies Indemnifying Party without the prior written consent of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Each Indemnitee agrees to give the indemnifying Party required ----------- prompt written notice of any Claim, for which such Indemnitee intends to make an assert a right to indemnification payment pursuant under this Agreement; provided, however, that failure to this Agreement (Indemnifying Party) give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying Party shall have no liability with respect been prejudiced as a result of such failure. The indemnifying Party shall have the sole right (but not the obligation) to Third Party Claims defend, settle or otherwise with respect dispose of any Claim for which the Indemnitee intends to any covenant, representation, warranty, agreement, undertaking or obligation assert a right to indemnification under this Agreement unless as contemplated in the preceding sentence on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate if and so long as the indemnifying Party entitled to receive such indemnification payment (Indemnified Party) gives has recognized in a written notice to the Indemnifying Party specifying Indemnitee its obligation to indemnify the Indemnitee for any Losses relating to such Claim, and at the indemnifying party's option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a nationally recognized reputable counsel acceptable to the Indemnitee; provided, that the indemnifying party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee, if the claim which the indemnifying party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi- criminal allegations, (iii) involves a claim to which the Indemnitee reasonably believes an adverse determination would be detrimental to or injure the Indemnitee's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Indemnitee, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend. If the indemnifying party is permitted to assume and control the defense and elects to do so, the Indemnitee shall have the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnitee shall be at the expense of the Indemnitee unless (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts employment thereof has been breachedspecifically authorized by the indemnifying party in writing, or (ii) in the indemnifying party has been advised by counsel that a reasonable detail, likelihood exists of a conflict of interest between the nature indemnifying party and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expenseIndemnitee. If the Indemnifying Party shall elect to assume control the exclusive defense of any Third Party Claim pursuant to this Agreementsuch claim, it shall notify the Indemnified Party in writing of such election, and the Indemnifying indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without obtain the written consent of the Indemnified Party (which consent shall not Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the Indemnitee would become subject to injunctive or other equitable relief that could reasonably be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would expected to have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies business of the Indemnified Party, share or give control thereof to Indemnitee in any insurer with respect to such Claimnonmonetary manner.

Notice, Etc. A If any Indemnified Party required to make receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"ASSERTED LIABILITY") shall have no liability with respect to Third which any Indemnifying Party Claims is obligated to provide indemnification pursuant to Section 10.2(a) or otherwise with respect Section 10.2(b), the Indemnified Party shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to any covenant, representation, warranty, agreement, undertaking or obligation notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice Article 10, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an Asserted Liability that such Indemnified Party specifying has the right to defend against hereunder (i) and except as otherwise set forth in this Article 10). Such notice shall describe the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) Asserted Liability in reasonable detail, and if practicable shall indicate the nature and dollar amount (which may be estimated) of any Claim the Losses that have been or may be asserted by the Indemnified Party. Each of the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as utilizing counsel reasonably acceptable to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Indemnified Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Each Indemnifying Party shall elect have thirty (30) days from receipt of notice from the Indemnified Party of an Asserted Liability to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party that it elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages defend against such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such ClaimAsserted Liability.

Notice, Etc. A Party required to make If a UbiquiTel Indemnitee receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third Party Claims or otherwise with respect which the Xxxxx Stockholders are obligated to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such provide indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it such UbiquiTel Indemnitee shall promptly give all Xxxxx Stockholders notice thereof. The failure of a UbiquiTel Indemnitee so to notify the Indemnified Party in writing of such election, and the Indemnifying Party an Xxxxx Stockholder shall not be liable hereunder for cause any fees or expenses of the Indemnified Party’s counsel relating UbiquiTel Indemnitee to such Third Party Claim after the date of delivery lose its rights to indemnification under this Agreement, except to the Indemnified Party of extent that such notice of election. The Indemnifying Party will not compromise or settle any failure materially prejudices an Xxxxx Stockholder's ability to defend against an Asserted Liability that such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have Xxxxx Stockholder has the right to compromise defend against hereunder (and except as otherwise set forth in this Agreement). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or settle may be asserted by a UbiquiTel Indemnitee. Upon receiving such written notice, each of the Xxxxx Stockholders shall defend against the Asserted Liability on behalf of a UbiquiTel Indemnitee using counsel selected by Xxxxx Stockholders, unless (i) the UbiquiTel Indemnitee reasonably objects to the assumption of such defense on the grounds that counsel for solely monetary damages such Third Party Claim, provided Xxxxx Stockholder cannot represent both such settlement will not UbiquiTel Indemnitee and such Xxxxx Stockholder because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to such UbiquiTel Indemnitee that are not available to such Xxxxx Stockholder, (ii) such Xxxxx Stockholder is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against such UbiquiTel Indemnitee. In the event that a UbiquiTel Indemnitee has elected to defend against an Asserted Liability under clause (i) or (iii) above, Xxxxx Stockholders shall be entitled to participate in such defense through counsel selected by them to the extent necessary to mitigate their liability under this Agreement. In the event the Xxxxx Stockholders elect to conduct the defense, they are entitled to have a Material Adverse Effect on exclusive control over the Indemnified Partydefense and settlement thereof and the UbiquiTel Indemnitees will cooperate and make available to the Xxxxx Stockholders such assistance and materials as they may reasonably request, at the Xxxxx Stockholders' expense. Notwithstanding the foregoing, the Party Xxxxx Stockholders shall not be entitled to control, but may participate in, and the UbiquiTel Indemnitees shall be entitled to have sole control over, the defense or settlement of any claim that (i) seeks a temporary restraining order, preliminary or permanent injunction or specific performance against the UbiquiTel Indemnitees, or (ii) would impose liability on the part of the UbiquiTel Indemnitees for which defends the UbiquiTel Indemnitees are not entitled to indemnification hereunder. If the Xxxxx Stockholders fail promptly to defend, contest, or otherwise protect in a timely manner against any Third Party Claim shallsuch Asserted Liability, the UbiquiTel Indemnitee shall have the right, but not the obligation, to defend, contest, or otherwise protect against the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claimsame.

Notice, Etc. A Each MYRIAD Indemnitee and SCHERING Indemnitee (each, an "Indemnitee") agrees to give the indemnifying Party required prompt written notice of any Claim, for which such Indemnitee intends to make an assert a right to indemnification payment pursuant under this Agreement; provided, however, that failure to this Agreement (Indemnifying Party) give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying Party shall have no liability with respect been prejudiced as a result of such failure. The indemnifying Party shall have the sole right (but not the obligation) to Third Party Claims defend, settle or otherwise with respect dispose of any Claim for which the Indemnitee intends to any covenant, representation, warranty, agreement, undertaking or obligation assert a right to indemnification under this Agreement unless as contemplated in the preceding sentence on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate if and so long as the indemnifying Party entitled to receive such indemnification payment (Indemnified Party) gives has recognized in a written notice to the Indemnifying Party specifying (i) Indemnitee its obligation to indemnify the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of Indemnitee for any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect Losses relating to such Third Claim; providing, however, that the indemnifying Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without obtain the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld Indemnitee prior to ceasing to defend, settling or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense otherwise disposing of any Third Party Claim pursuant if as a result thereof the Indemnitee would become subject to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not injunctive or other equitable relief that could reasonably be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating expected to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies business of the Indemnified Party, share or give control thereof to Indemnitee in any insurer with respect to such Claimnonmonetary manner.

Notice, Etc. A WEST Indemnified Party required to make or a Xxxxxx Indemnified Party (each, an indemnification payment pursuant to this Agreement “Indemnified Party”) shall give WEST or Xxxxxx, respectively, (each, the applicable “Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the matter which an Indemnified Party may have against the Indemnifying Party by reason thereof has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and (iii) whether method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the Claim extent such Indemnifying Party is a Third materially prejudiced by such failure and shall not relieve such Indemnifying Party Claimfrom any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. With The obligations and Liabilities of any Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims, ”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party (i) shall give the Indemnifying Party prompt receive notice of any Third Party Claim, (ii) prior the Indemnified Party shall give the applicable Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to taking provide such notice shall not release such Indemnifying Party from any action with respect of its obligations under this Article VI except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If any Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, shall consult with the then such Indemnifying Party as to the procedure to shall be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, entitled to assume and control the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost expense and expense. If the Indemnifying Party shall elect through counsel of its choice if it gives notice of its intention to assume the exclusive defense of any Third Party Claim pursuant do so to this Agreement, it shall notify the Indemnified Party in writing within five days of the receipt of such electionnotice from the Indemnified Party; provided, and however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying Party shall not be liable hereunder for any fees or expenses judgment of the Indemnified Party’s , in its sole and absolute discretion, for the same counsel relating to such Third Party Claim after the date of delivery to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of such notice of electionthe Indemnifying Party. The In the event any Indemnifying Party will not compromise or settle exercises the right to undertake any such defense against any such Third Party Claim without the written consent of as provided above, the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if cooperate with such Indemnifying Party in such defense and make available to such Indemnifying Party, at the relief provided is other than monetary damages or such relief would have a material adverse effect on Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Notwithstanding Similarly, in the foregoingevent the Indemnified Party is, if the Indemnifying Party elects to assume directly or indirectly, conducting the defense with respect to against any such Third Party Claim, the Indemnifying Party shall have cooperate with the right Indemnified Party in such defense and make available to compromise the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in such Indemnifying Party’s possession or settle for solely monetary damages under such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding the foregoing, the Party which defends any No such Third Party Claim shall, to may be settled by the extent required by any insurance policies Indemnifying Party without the prior written consent of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required to make If any party (the "Indemnified Party") receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third which any other party (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 10.2(a) (Indemnification of Buyer) or Section 10.2(b) (Indemnification of the Stockholders), the Indemnified Party Claims or otherwise with respect shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to any covenant, representation, warranty, agreement, undertaking or obligation notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement unless Article, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an Asserted Liability that such Indemnifying Party entitled has the right to receive such indemnification payment defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnified Party) gives notice . Each of the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnifying Party specifying Indemnified Party, unless (i) the covenant, Indemnified Party reasonably objects to the assumption of such defense on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnified Party that are not available to such Indemnifying Parties, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party is not capable (by reason thereof under this Agreementof insufficient financial capacity, and bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) whether the action or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, proceeding seeks injunctive or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of other equitable relief against the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Each Indemnitee agrees to give the indemnifying Party required prompt ------------ written notice of any Claim, for which such Indemnitee intends to make an assert a right to indemnification payment pursuant under this Agreement; provided, however, that failure to this Agreement (Indemnifying Party) give such notification shall not affect the Indemnitee's entitlement to indemnification hereunder except to the extent that the indemnifying Party shall have no liability with respect been prejudiced as a result of such failure. The indemnifying Party shall have the sole right (but not the obligation) to Third Party Claims defend, settle or otherwise with respect dispose of any Claim or which the Indemnitee intends to assert a right to otherwise dispose of any covenant, representation, warranty, agreement, undertaking or obligation Claim for which the Indemnitee intends to assert a right to indemnification under this Agreement unless AGREEMENT as contemplated in the preceding sentence on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate if and so long as the indemnifying Party entitled to receive such indemnification payment (Indemnified Party) gives has recognized in a written notice to the Indemnifying Party specifying Indemnitee its obligation to indemnify the Indemnitee for any Losses relating to such Claim, and at the indemnifying party's option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a nationally recognized reputable counsel acceptable to the Indemnitee; provided, that the indemnifying party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee, if the claim which the indemnifying party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which the Indemnitee reasonably believes an adverse determination would be detrimental to or injure the Indemnitee's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Indemnitee, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend. If the indemnifying party is permitted to assume and control the defense and elects to do so, the Indemnitee shall have the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnitee shall be at the expense of the Indemnitee unless (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts employment thereof has been breachedspecifically authorized by the indemnifying party in writing, or (ii) in the indemnifying party has been advised by counsel that a reasonable detail, likelihood exists of a conflict of interest between the nature indemnifying party and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expenseIndemnitee. If the Indemnifying Party shall elect to assume control the exclusive defense of any Third Party Claim pursuant to this Agreementsuch claim, it shall notify the Indemnified Party in writing of such election, and the Indemnifying indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without obtain the written consent of the Indemnified Party (which consent shall not Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the Indemnitee would become subject to injunctive or other equitable relief that could reasonably be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would expected to have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies business of the Indemnified Party, share or give control thereof to Indemnitee in any insurer with respect to such Claimnonmonetary manner.

Notice, Etc. A Party required to make If any Indemnitee receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third Party Claims which any Indemnitor is obligated to provide indemnification pursuant to Sections 6.2 or otherwise with respect 6.3, the Indemnitee shall promptly give all Indemnitors notice thereof. The Indemnitee's failure so to any covenant, representation, warranty, agreement, undertaking or obligation notify an Indemnitor shall not cause the Indemnitee to lose its right to indemnification under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice Article 6, except to the Indemnifying Party specifying extent that such failure materially prejudices the Indemnitor's ability to defend against an Asserted Liability that such Indemnitor has the right to defend against hereunder (and except as otherwise set forth in this Article 6). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnitee. The Indemnitor may defend against an Asserted Liability on behalf of the Indemnitee utilizing counsel reasonably acceptable to the Indemnitee, unless (i) the covenant, Indemnitee reasonably objects to such assumption on the grounds that counsel for such Indemnitors cannot represent both the Indemnitee and the Indemnitor because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnitee that are not available to the Indemnitor, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party Indemnitor is not capable (by reason thereof under this Agreementof insufficient financial capacity, and bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) whether the action or not proceeding seeks injunctive or other equitable relief against the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such ClaimIndemnitee.

Notice, Etc. A Party required Each indemnified party agrees to make an indemnification payment pursuant to this Agreement (Indemnifying Party) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless give the Party entitled to receive such indemnification payment (Indemnified Party) gives indemnifying party prompt written notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof action, claim, demand, discovery of fact, proceeding or suit (collectively, "Claims") for which such indemnified party intends to assert a right to indemnification under this Agreement, identify all provisions of this Agreement under which the Claims arise, and (iii) whether or not set forth the Claim is a Third Party in reasonable detail. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Claim. With respect to Third Party Claimsany Claim relating solely to the payment of money damages and which will not result in the indemnified party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, an Indemnified Party (i) and as to which the indemnifying party shall give have acknowledged in writing the Indemnifying Party prompt notice obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of any Third Party such Claim, (ii) prior to taking any action with respect to on such Third Party Claimterms as the indemnifying party, in its sole discretion, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) deem appropriate. The indemnifying party shall not consent to any settlement or compromise of the Third Party Claim without obtain the written consent of the Indemnifying Party (indemni fied party, which consent shall not be unreasonably withheld withheld, prior to ceasing to defend, settling or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense otherwise disposing of any Third Party Claim pursuant if as a result thereof the indemnified party would become subject to this Agreement, it shall notify injunctive or other equitable relief or the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses business of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle indemnified party would be adversely affected in any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claimmanner.

Notice, Etc. A Seller Indemnified Party required to make or an indemnification payment pursuant to this Agreement WEST Indemnified Party (each, an “Indemnified Party”) shall give WEST or the Seller, respectively, (each, the applicable “Indemnifying Party”) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the matter which an Indemnified Party may have against the Indemnifying Party by reason thereof has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and (iii) whether method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the Claim extent such Indemnifying Party is a Third materially prejudiced by such failure and shall not relieve such Indemnifying Party Claimfrom any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. With The obligations and Liabilities of any Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims, ”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party (i) shall give the Indemnifying Party prompt receive notice of any Third Party Claim, (ii) prior the Indemnified Party shall give the applicable Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to taking provide such notice shall not release such Indemnifying Party from any action with respect of its obligations under this Article VI except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If any Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, shall consult with the then such Indemnifying Party as to the procedure to shall be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, entitled to assume and control the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost expense and expense. If the Indemnifying Party shall elect through counsel of its choice if it gives notice of its intention to assume the exclusive defense of any Third Party Claim pursuant do so to this Agreement, it shall notify the Indemnified Party in writing within five days of the receipt of such electionnotice from the Indemnified Party; provided, and however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying Party shall not be liable hereunder for any fees or expenses judgment of the Indemnified Party’s , in its sole and absolute discretion, for the same counsel relating to such Third Party Claim after the date of delivery to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of such notice of electionthe Indemnifying Party. The In the event any Indemnifying Party will not compromise or settle exercises the right to undertake any such defense against any such Third Party Claim without the written consent of as provided above, the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if cooperate with such Indemnifying Party in such defense and make available to such Indemnifying Party, at the relief provided is other than monetary damages or such relief would have a material adverse effect on Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Notwithstanding Similarly, in the foregoingevent the Indemnified Party is, if the Indemnifying Party elects to assume directly or indirectly, conducting the defense with respect to against any such Third Party Claim, the Indemnifying Party shall have cooperate with the right Indemnified Party in such defense and make available to compromise the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in such Indemnifying Party’s possession or settle for solely monetary damages under such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding the foregoing, the Party which defends any No such Third Party Claim shall, to may be settled by the extent required by any insurance policies Indemnifying Party without the prior written consent of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.

Notice, Etc. A Party required (a) In order to make assert an indemnification payment pursuant to this Agreement (Indemnifying Party) shall have no liability with respect to Third Party Claims or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (Indemnified Party) gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detailclaim hereunder, the nature and dollar amount Indemnitee shall give the indemnifying party prompt written notice of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof action, claim, demand, discovery of fact, proceeding or suit (collectively, “Claims”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, and however, that no delay or deficiency on the part of the Indemnitee in so notifying the indemnifying party shall relieve the indemnifying party of any obligation hereunder except to the extent the indemnifying party has been prejudiced by such delay or failure. With respect to a claim by a third party against an Indemnitee (iiiother than an Assumed Claim, to which Section 9.05(b) whether applies), the indemnifying party shall have the right to monitor the Indemnitee’s defense, settlement or not the Claim is a Third Party other disposition of any Claim. With respect to Third Party Claimsany such third party claim relating solely to the payment of money damages and which could not reasonably be expected to result in the Indemnitee becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, an Indemnified Party (i) and as to which the indemnifying party shall give have acknowledged in writing the Indemnifying Party prompt obligation to indemnify the Indemnitee hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Claim at the indemnifying party’s cost and using counsel reasonably satisfactory to the Indemnitee, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided that the indemnifying party must elect to assume the defense by providing written notice not more than 20 Business Days after its receipt of notice of any Third Party the Claim, (ii) prior to taking any action with respect to such Third Party Claim, . The indemnifying party shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without obtain the written consent of the Indemnifying Party (Indemnitee, which consent shall not be unreasonably withheld or delayed), and (iv) shall permit prior to ceasing to defend, settling or otherwise disposing of any Claim if as a result thereof the Indemnifying Party, if it so elects, Indemnitee could reasonably be expected to assume become subject to injunctive or other equitable relief or the exclusive defense business of such Third Party Claim (including, except as provided the Indemnitee could reasonably be expected to be adversely affected in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expenseany manner. If the Indemnifying Party shall elect to assume indemnifying party assumes the exclusive defense of any Third Party Claim pursuant to this AgreementClaim, it shall notify keep the Indemnified Party in writing Indemnitee reasonably advised of the status of such election, suit or proceeding and the Indemnifying Party defense thereof and shall consider in good faith recommendations made by the Indemnitee with respect thereto. If the indemnifying party does not be liable hereunder for any fees or expenses of the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to of any Third Party Claim, the Indemnifying Party Indemnitee shall have keep the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies indemnifying party reasonably advised of the Indemnified Partystatus of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the indemnifying party with respect thereto. Each party shall cooperate with the other in the defense of any Claim as reasonably requested by the other party, share or give control thereof to any insurer including by furnishing the other party with such information as it may have with respect to such Claimsuit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Notice, Etc. A If any Indemnified Party required to make receives notice of any third-party claim or commencement of any third-party action or proceeding (an indemnification payment pursuant to this Agreement (Indemnifying Party"Asserted Liability") shall have no liability with respect to Third which any Indemnifying Party Claims or otherwise with respect is obligated to any covenantprovide indemnification pursuant this Article 6, representation, warranty, agreement, undertaking or obligation the Indemnified Party shall promptly give all Indemnifying Parties notice thereof. The Indemnified Party's failure so to notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement unless Article, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against an Asserted Liability that such Indemnifying Party entitled has the right to receive such indemnification payment defend against hereunder (and except as otherwise set forth in this Article). Such notice shall describe the Asserted Liability in reasonable detail, and if practicable shall indicate the amount (which may be estimated) of the Losses that have been or may be asserted by the Indemnified Party) gives notice . Each of the Indemnifying Parties may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnifying Party specifying Indemnified Party, unless (i) the covenant, Indemnified Party reasonably objects to such assumption on the grounds that counsel for such Indemnifying Parties cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would be reasonably likely to result in a conflict of interest or warranty, agreement, undertaking or obligation contained herein which it asserts has been breachedbecause there may be defenses available to the Indemnified Party that are not available to such Indemnifying Parties, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party is not capable (by reason thereof under this Agreementof insufficient financial capacity, and bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) whether the action or not the Claim is a Third Party Claim. With respect to Third Party Claims, an Indemnified Party (i) shall give the Indemnifying Party prompt notice of any Third Party Claim, (ii) prior to taking any action with respect to such Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, proceeding seeks injunctive or compromising the Third Party Claim, (iii) shall not consent to any settlement or compromise of the Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iv) shall permit the Indemnifying Party, if it so elects, to assume the exclusive defense of such Third Party Claim (including, except as provided in the penultimate sentence of this Section, the compromise or settlement thereof) at its own cost and expense. If the Indemnifying Party shall elect to assume the exclusive defense of any Third Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of other equitable relief against the Indemnified Party’s counsel relating to such Third Party Claim after the date of delivery to the Indemnified Party of such notice of election. The Indemnifying Party will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if the relief provided is other than monetary damages or such relief would have a material adverse effect on the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party elects to assume the defense with respect to any Third Party Claim, the Indemnifying Party shall have the right to compromise or settle for solely monetary damages such Third Party Claim, provided such settlement will not result in or have a Material Adverse Effect on the Indemnified Party. Notwithstanding the foregoing, the Party which defends any Third Party Claim shall, to the extent required by any insurance policies of the Indemnified Party, share or give control thereof to any insurer with respect to such Claim.