Common use of Notice and Defense Clause in Contracts

Notice and Defense. The Party to be indemnified (the “Indemnified Party”) will give the Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 912, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party or Parties seeking to be indemnified (collectively, the “Indemnified Party”) will shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any such suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, and by representatives chosen by it, if the Indemnifying Party admits that it has an indemnification obligation hereunder with respect to the Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s irrevocable agreement to pay directly all Claims incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense thereof by representatives chosen by itof the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duty duties or obligations under this Article 96, except and only to the extent the Indemnifying that, as a result of such failure, a Party is prejudiced thereby. If the Indemnifying Party undertakes the defense that was entitled to receive such notice was deprived of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the its right to contest recover any payment under its obligation to provide indemnity with respect to applicable insurance coverage or was otherwise actually damaged as a result of such Third Party Claimfailure. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faith, the Indemnified Party shall not settle such the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such the Third Party Claim, and shall in other respects give reasonable cooperation in such defensedefense at the expense of the Indemnifying Party.

Notice and Defense. The Party party or parties to be ------------------ indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claimclaim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9, Section except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will have the right to undertake the defense thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and several liability, the Shareholders' Agent shall give and receive notice and otherwise act in all respects on their behalf. Failure to give such notice shall not affect the Indemnifying indemnifying Party’s 's duty or obligations under this Article 96, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and or other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.. The Indemnified Party

Notice and Defense. The Party to be indemnified (the “Indemnified Party”Indemnitee) will shall give the Party from whom indemnification is sought (the “Indemnifying Party”Indemnitor) prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by itClaim for which indemnification is sought. Failure to give notice shall not affect the Indemnifying PartyIndemnitor’s duty or obligations under this Article 9, except to the extent the Indemnifying Party Indemnitor is prejudiced thereby. The Indemnitor may undertake the defense of any third Party claim by representatives chosen by it. If the Indemnifying Party Indemnitor undertakes the defense of a Third Party Claim, then the Indemnifying Party Indemnitor shall be deemed to accept that it has an indemnification obligation under this Article 9 Paragraph 8 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party Indemnitee shall make available to the Indemnifying Party Indemnitor or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified PartyIndemnitee, for the use of the Indemnifying Party Indemnitor and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. If there is a reasonable probability that a Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments, (i) the Indemnitee shall have the right to defend, compromise or settle such Claim and (ii) the Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any Claim which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee of a release from all liability in respect of such Claim.

Notice and Defense. The Party Within a reasonable period of time after a Person to be indemnified (whether one or more, the “"Indemnified Party”") will give receives actual notice of any Claim covered by Section 4.01 or 4.02, as the case may be, the Indemnified Party shall, if a Claim in respect thereof is to be made pursuant to Section 4.01 or 4.02, as the case may be, notify the Person from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice in writing of any such Claim; provided however, and that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to the Indemnified Party, except to the extent of material detriment suffered by the Indemnifying Party as a result of such failure. In the event that a Claim, Liability or Loss arises out of or results from matters with respect to third parties, the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Failure it which are reasonably acceptable to give notice the Indemnified Party; provided, however, that if, in the Indemnified Party's reasonable judgment, a conflict of interest exists between such Indemnified Party and such Indemnifying Party in respect of such Claim, such Indemnified Party shall not affect be entitled to separate counsel at the expense of the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use Each of the Indemnifying Party and the Indemnified Party shall be entitled to consult with each other, to the extent he or it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any such Claim, including making his or its representatives officers, directors, employees and books and records available for use in defending any such Claim, and shall in other respects give reasonable cooperation in take those actions reasonably within his or its power which are reasonably necessary to preserve any legal defenses to such defensematters.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 911, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall not constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 911, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itcounsel reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnified Party shall at all times also have the right to participate fully in the defense at its own expense. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 911, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party to be indemnified (the “Indemnified Party”) will give the Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, Section 11 except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Third- Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 Section 11 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, Claim and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9Section 10, except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party will undertake the defense thereof by legal counsel chosen by the Indemnifying Party, with the consent of the Indemnified Party which consent shall not be unreasonably withheld. Failure of the Indemnified Party to provide its consent or reasons to withhold consent as required in the preceding sentence within 10 calendar days after receipt of notice by the Indemnifying Party undertakes of its choice of legal counsel shall be deemed as the consent of the Indemnified Party. The assumption of defense of a Third Party Claim, then shall not constitute an admission by the Indemnifying Party shall be deemed to accept that it has an of its indemnification obligation under this Article 9 hereunder with respect to such Third Party Claim, unless it shall and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claimconnection therewith. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Indemnified Party to be indemnified (the “Indemnified Party”) will give ------------------ the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itit upon written notice to the Indemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9Section XI, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Article 9 Section XI with respect to such Third Claim unless the Indemnifying Party Claim, unless it shall advises the Indemnified Party in writing reserve the right to contest its obligation to provide indemnity with respect to that such Third Party Claimliability is disputed. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will have the right to undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation the defense of such Claim. Subject to the provisions of Sections 6.3.(b) and 6.3.(c) hereof, if the Indemnifying Party has acknowledged its liability for indemnification hereunder and the defense of such Claim is assumed by the Indemnifying Party, and (except for a Claim based upon any matter disclosed in Schedule 3.9 in which case no such defenseapproval shall be necessary) upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall be free to compromise or settle such Claim without the consent of the Indemnified Party and shall have no liability for any compromise or settlement of such Claim without its written consent.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claimclaim, and the Indemnifying Party may will have the right to undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claimclaim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation in the defense of such defenseclaim. Subject to the provisions of Sections 6(c)(ii) and 6(c)(iii) hereof, if the Indemnifying Party has acknowledged its liability for indemnification hereunder and the defense of such claim is assumed by the Indemnifying Party, and upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall be free to compromise or settle such claim without the consent of the Indemnified Party and shall have no liability for any compromise or settlement of such claim without its written consent.

Notice and Defense. The Party or Parties seeking to be indemnified (collectively, the “Indemnified Party”) will shall give the Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any such suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by the Indemnifying Party, if the Indemnifying Party admits that he has an indemnification obligation hereunder with respect to the Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense thereof by representatives chosen by itof the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duty duties or obligations under this Article 910, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faith, the Indemnified Indemnifying Party shall not settle such the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its his representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and his, her or its representatives in defending any such the Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 98, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. Failure The failure of an Indemnified Party to give such notice to the Indemnifying Party shall not affect the Indemnifying Party’s duty or obligations under this Article 97, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such ClaimClaim and the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for or otherwise pay any costs or expenses that the Indemnified Party may incur in the defense of such third party action or proceeding, including, without limitation, the fees or disbursement of the Indemnified Party’s attorneys. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified PartyParty or its representatives, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified ------------------ (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 97, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 7 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Indemnified Party to be indemnified (the “Indemnified Party”) will give the party obligated to indemnify the Indemnified Party from whom indemnification is sought under this Article VI (referred to in this Section as the “"Indemnifying Party”") prompt written notice of any such Third Party Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by itthe Indemnifying Party upon written notice to the Indemnified Party provided within 20 days of receiving notice of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires and an extension cannot be obtained with minimal expense or cost). Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s duty or indemnification obligations under this Article 9VI, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the Party's defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party Claim is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claimmaterially prejudiced thereby. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party and in the possession or under the control of the Indemnified Party, Party for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable cooperation in such defense. If notice or consent is required to be given or obtained under this Section 6.03 to or from the Shareholder, then notice will be sent to or consent will be requested from the Shareholder at the address for the Shareholder set forth on the signature page; if notice or consent is required to be given or obtained under this Section 6.03 to or from Buyer, then notice will be sent to or consent will be requested from Buyer at the address for Buyer set forth on the signature page.

Notice and Defense. The Indemnified Party to be indemnified (the “Indemnified Party”) will shall give the Indemnifying Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may shall undertake the defense defense, compromise or settlement thereof by representatives chosen by it. In all matters concerning the Holders, Shareholders’ Agent shall give and receive notice and otherwise act in all respects on the Holders’ behalf. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. The final determination of such third party Claim, including all related costs and expenses, will be binding and conclusive upon the parties to this Agreement as to the validity or invalidity, as the case may be, of such third party Claim. Any costs of the Indemnifying Party ordered to be paid by, or recovered from, any such third party as a result of such third party Claim will be assigned by the Indemnified Party to the Indemnifying Party which undertook the defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party or parties from whom indemnification is sought (whether one or more, the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will have the right to undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party in connection with such Claim and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending prosecuting the defense of any such Claim, and the Indemnified Party shall be entitled to participate in other respects give reasonable cooperation the defense of such Claim. Subject to the provisions of Sections 6.3.(b) and 6.3.(c) hereof, if the defense of such Claim is assumed by the Indemnifying Party, and (except for a Claim based upon any matter disclosed in Schedule 3.9 in which case no such defenseapproval shall be necessary) upon approval by the Indemnified Party of counsel selected by the Indemnifying Party, the Indemnifying Party shall have no liability for any compromise or settlement of such Claim without its written consent.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itit upon written notice to the Indemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and several liability, the representatives chosen by a majority of the Shareholders shall act as Shareholders’ representative hereunder. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 96, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Indemnified Party to be indemnified (the “Indemnified Party”) will give the Indemnifying Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claimclaim, and the Indemnifying Party may shall undertake the defense thereof by representatives chosen by itit by written notice thereof to the Indemnified Party. Prior to receipt of such notice, the Indemnified Party shall defend such claim for the account of the Indemnifying Party. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation with respect to such claim, and its undertaking to pay directly all Claims incurred in connection therewith. Failure to give notice to the Indemnifying Party shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9Article, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim claim actively and in good faith, the Indemnified Party shall not settle such Claimclaim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them it and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and shall permit the Indemnifying Party may undertake Party, at its option, to participate in the defense thereof of such Claim by representatives chosen by itcounsel of its own choice and at its expense. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 98, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party undertakes acknowledges in writing its obligation to indemnify the defense of a Third Indemnified Party against any Damages (without limitation, except for limitations on indemnification pursuant to Sections 8.1(b) or 8.1(e), as the case may be) that may result from such Claim, then the Indemnifying Party shall be deemed entitled to accept that undertake the defense thereof at its expense and through counsel chosen by it has an indemnification obligation under this Article 9 with respect (subject to such Third Party Claimthe Indemnified Party's reasonable approval). In all matters concerning the holders of Shares by virtue of several liability, unless it the Stockholders Representative shall give and receive notice and otherwise act in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claimall respects on their behalf. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Indemnified Party to be indemnified (the “Indemnified Party”) will give the Party from whom indemnification is sought (the “Indemnifying Party”) Parties prompt written notice of any such ClaimClaim (and in any event within ten days after the service of the summons or citation). After such notice, the Indemnifying Parties shall take control of the defense and investigation of such Claim and employ and engage attorneys of their own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnified Party, at the Indemnifying Parties' cost, risk and expense (unless the named parties to such Claim include both the Indemnifying Parties and the Indemnified Party, and the Indemnified Party and its counsel determine in good faith that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party may undertake and that joint representation would be inappropriate, in which case the defense thereof Indemnifying Party shall also pay the reasonable fees and expenses of counsel selected by representatives chosen by itthe Indemnified Party to represent the Indemnified Party with respect to such Claim), and to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9VIII, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 97, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party to be indemnified (the “"Indemnified Party”") will shall give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Third Party Claim (and in any event within thirty (30) business days), including a brief description of the Third Party Claim, the facts giving rise to the Third Party Claim and a reasonable estimate of the amount of the Third Party Claim, to the extent known at the time such notice is delivered. In the event that the Indemnified Party fails promptly to provide such written notice, the Indemnified Party shall lose any right it may have to be indemnified under this Agreement for such Third Party Claim only to the extent that the defense of such claim has been materially prejudiced by such delay. The Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent provided that counsel selected by the Indemnifying Party is prejudiced therebyshall be reasonably acceptable to Indemnified Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity Section 9.3 with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified "INDEMNIFIED Party”") will give the Party party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itcounsel reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnified Party shall at all times also have the right to participate fully in the defense at its own expense. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article Section 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party or Parties seeking to be indemnified (collectively, the “"Indemnified Party”") will shall give the Party or Parties from whom indemnification is sought (collectively, the “"Indemnifying Party”") prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any such suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party admits that it has an indemnification obligation hereunder with respect to the Third Party Claim, in which case such assumption shall constitute the Indemnifying Party's undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense thereof by representatives chosen by itof the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duty 's duties or obligations under this Article 96, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faith, the Indemnified Party shall not settle such the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any Claim (except that no such Claimnotice shall be required with respect to the Aldersgate Litigation), and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itit and consented to by the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Failure to give this notice shall will not affect the Indemnifying Party’s duty or obligations under this Article 9Section 5., except to the extent unless the Indemnifying Party is prejudiced therebyby this failure. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as While the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall will not settle such the Claim. The Indemnified Party shall will make available to the Indemnifying Party or its representatives all records and other materials required or requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall will in other respects give reasonable cooperation in such the defense.

Notice and Defense. The Party If Buyer or Seller is seeking indemnification (the party seeking indemnification to be indemnified referred to as the "INDEMNIFIED PARTY") and desires to make a claim against the other party for indemnification (the “"INDEMNIFYING PARTY") under this Article 8, the Indemnified Party”) will give Party shall, within 30 days after the Indemnified Party from whom indemnification is sought (the “Indemnifying Party”) prompt written becomes aware of a claim by notice of any such Claimor knowledge, and notify the Indemnifying Party may undertake in writing of any claim or demand as to which the defense thereof by representatives chosen by it. Failure Indemnified Party is entitled to give notice shall not affect claim indemnification, the Indemnifying Party’s duty or obligations section under this Article 9Agreement with respect to which such claim is being made and, except to the extent known, the Indemnifying amount and circumstances surrounding such claim. In the event the claim is a third party claim against an Indemnified Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of or involves a Third Party Claimclaim by or liability involving a governmental authority, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve have the right to contest employ counsel of its obligation choice to provide indemnity with respect to defend any such Third claim or demand; provided, however, that (i) the Indemnified Party Claim. So long as is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party is defending diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own undertaking and through counsel selected by it, in the defense of any such Third claim. If the conditions of the foregoing proviso are not met, or if the Indemnifying Party Claim actively and in good faithchooses not to control the defense, the Indemnified Party shall not settle assume and control the defense of such Claimthird party claim or suit at the expense of the Indemnifying Party. The Indemnified Party shall make available Indemnifying Party, or, if the conditions to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of foregoing proviso are not met, the Indemnified Party, for shall have the use right to pay, compromise or settle any such third party claim with the consent of the Indemnifying Party and its representatives in defending any such ClaimParty, and which consent shall in other respects give reasonable cooperation in such defensenot be unreasonably withheld.

Notice and Defense. The Party or Parties seeking to be indemnified (collectively, the “Indemnified Party”) will shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within ten (10) Business Days after the receipt of service or other notice of the commencement of any such Litigation) of the Third Party Claim, and the together with a copy of all papers served, if any. The Indemnifying Party may undertake and control the defense thereof and/or settlement of the Third Party Claim, by representatives chosen by it. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duty duties or obligations under this Article 9IX, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such assumes the defense of the Third Party Claim actively and in good faith, the Indemnified Party shall have no right to settle or otherwise compromise the Third Party Claim and the Indemnifying Party shall not settle be responsible hereunder for fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, except to the extent a conflict of interest exists between the Indemnified Party and the Indemnifying Party, in which case the Indemnifying Party shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Indemnified Party therefor. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required reasonably requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in other respects give reasonable cooperation in such defense. The Indemnified Party shall be entitled to participate, at its own expense, in the defense of the Third Party Claim.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and several liability, Chemed shall give and receive notice and otherwise act in all respects on its own behalf and on behalf of OCR. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 98, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party Within a reasonable period of time after a party or parties to be indemnified (whether one or more, the “"INDEMNIFIED PARTY") receives actual notice of any Claim covered by Section 8.01 or 8.02, as the case may be, the Indemnified Party”) will give Party shall, if a Claim in respect thereof is to be made pursuant to Section 8.01 or 8.02, as the Party case may be, notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") prompt written notice in writing of any such Claim; provided however, and that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to the Indemnified Party pursuant to Section 8.01 or 8.02, as the case may be, except to the extent of material detriment suffered by the Indemnifying Party as a result of such failure. In the event that a Claim, Liability or Loss arises out of or results from matters with respect to third parties, the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except it which are reasonably acceptable to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party ClaimIndemnified Party. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use Each of the Indemnifying Party and the Indemnified Party shall be entitled to consult with each other, to the extent it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any such Claim, including making its representatives officers, directors, employees and Books and Records available for use in defending any such Claim, and shall in other respects give reasonable cooperation in take those actions reasonably within its power which are reasonably necessary to preserve any legal defenses to such defensematters.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 910, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such ClaimClaim without the Indemnifying Party's written consent, which shall not be unreasonably withheld. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party or Parties seeking to be indemnified (collectively, the “Indemnified Party”) will shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of service or other notice of the commencement of any such suit, action or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party admits that it has an indemnification obligation hereunder with respect to the Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense thereof by representatives chosen by itof the Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of the Third Party Claim shall not affect the Indemnifying Party’s duty duties or obligations under this Article 96, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such the Third Party Claim actively and in good faith, the Indemnified Party shall not settle such the Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itit upon written notice to the Indemnified Party. Failure of the Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 97, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party any such Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation to the Indemnified Party under this Article 9 7 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (the whether one or more, “Indemnified Party”) will give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it; provided, however, that under no circumstances may Company, RBP, Partners or Shareholders undertake any defense of any action that Buyer believes could have a material impact on the operation or cash flow of the Theatres. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 913, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified ------------------ (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9X, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 X with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim. The Indemnifying Party may undertake and control the defense and/or settlement thereof, and subject to Section 11.3.(c), by representatives chosen by it if the Indemnifying Party admits it has an indemnification obligation hereunder with respect to such Claim, in which case such assumption will constitute the Indemnifying Party's undertaking to pay, subject to Section 11.4, all Claims incurred in connection therewith. With the consent of the Indemnified Party, the Indemnifying Party may undertake the defense thereof by representatives chosen by itof any Third Party Claim without admitting that it has an indemnification obligation hereunder. Failure to give notice of a Third Party Claim shall not affect the Indemnifying Party’s 's duty or obligations under this Article 911, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending has undertaken the defense of any such Third Party Claim actively and in good faithhas not abandoned such defense, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by itit (subject to the Indemnified Party's reasonable approval). The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 98, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “"Indemnified Party”") will give the Party party from whom indemnification is sought (the “"Indemnifying Party”") prompt written notice of any such Claim, and the Indemnifying Party may will undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 98, except (i) to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then thereby and (ii) that the Indemnifying Party shall not be deemed liable for any expenses incurred during the period in which the Indemnified Party failed to accept that it has an indemnification obligation under this Article 9 with respect give such notice. Thereafter, the Indemnified Party shall deliver to such Third the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Claim, unless it shall in writing reserve the right relating to contest its obligation to provide indemnity with respect to such Third Party a third-party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faithClaim, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give use its reasonable cooperation best efforts to cooperate in such defense. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle or compromise any Claim or consent to the entry of any judgment which does not include a full release of all of the Indemnified Parties from all Liability in respect of such Claim.

Notice and Defense. The Acquiror Indemnified Party to be indemnified (the “Indemnified Party”) will give the Party from whom indemnification is sought other party or parties (whether one or more, the “"Indemnifying Party”") prompt written notice (including all documents and other nonprivileged information in the Acquiror Indemnified Party's possession related thereto) of any such Third Party Claim containing a reasonable description of the nature of the Third Party Claim, an estimate of the amount of damages attributable thereto to the extent determinable and the basis of the Acquiror Indemnified Party's request for indemnification under this Agreement, and the Indemnifying Party may undertake the defense thereof by representatives chosen by itit upon written notice to the Acquiror Indemnified Party provided within 20 days of receiving notice of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires). Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party’s 's duty or obligations under this Article 9VIII, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable and prompt cooperation in such defense.

Notice and Defense. The Party party or parties to be indemnified (whether one or more, the “Indemnified Party”) will shall give the Party party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party may shall undertake the defense defense, compromise or settlement thereof by representatives chosen by it. In all matters concerning the Shareholders, the Shareholders’ Agent shall give and receive notice and otherwise act in all respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. The final determination of such third party Claim, including all related costs and expenses, will be binding and conclusive upon the parties to this Agreement as to the validity or invalidity, as the case may be, of such third party Claim. Any costs of the Indemnifying Party ordered to be paid by, or recovered from, any such third party as a result of such third party Claim will be assigned by the Indemnified Party to the Indemnifying Party which undertook the defense.