Common use of Notice and Opportunity to Defend Third Party Claims Clause in Contracts

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser expects to make a request for indemnification hereunder, the Purchaser (the "Indemnified Party") shall give the Selling Shareholder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with respect to such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02, the Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to defend an action or claim against an Indemnified Party, then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) days of the Indemnification Notice to which such action or claim relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expense.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser any Indemnified Party of notice of the assertion of any action or claim against the Purchaser such Indemnified Party by a person Person not a party to this Agreement, Agreement or (b) the discovery by the Purchaser any Indemnified Party of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser such Indemnified Party expects to make a request for indemnification hereunder, the Purchaser (the "such Indemnified Party") Party shall give the Selling Shareholder party or parties that may become obligated to provide indemnification hereunder (the "“Indemnifying Party"”) written notice describing such action, claim or Loss in reasonable detail and an estimate of the amount thereof (an "“Indemnification Notice"”). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's ’s liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.029, the such Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against involving the asserted Liability of the Indemnified PartyParty as to which the Indemnifying Party shall have acknowledged its obligation to indemnify the party seeking indemnification hereunder; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel reasonably satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim (provided that such counsel is reasonably satisfactory to the Indemnifying Party) and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' attorney’s fees, costs and expenses of such counselcounsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the any Indemnifying Party intends to shall undertake to defend an action or a claim against an Indemnified Partyasserted by a Person not a party to this Agreement, then the Indemnifying Party it shall give a written notice (a "“Defense Election Notice"”) to the Indemnified Party of its intention to do so within thirty ten (3010) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses does choose so to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information information, and testimony, testimony and attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials trials, and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The So long as the Indemnifying Party is defending in good faith any such claim, the Indemnified Party shall not compromise or settle any action, such claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The If the Indemnifying Party shall desires to accept a final and complete settlement of any claim by a Person not compromise a party to this Agreement offered or settle any actionagreed to by such Person, claim or Loss as to which indemnification hereunder is sought without settlement complies with the prior written consent provisions of this Agreement, and the Indemnified Party refuses to consent to such settlement, then the Indemnity Party, ’s liability under this Agreement with respect to such claims is limited to the amount so offered or agreed to in settlement by such Person and the Indemnified Party must reimburse the Indemnifying Party for any additional costs of defense which consent shall not be unreasonably withheldthe Indemnifying Party subsequently incurs with respect to such claim and all additional costs of settlement or judgment. Notwithstanding an election by the an Indemnifying Party to assume the defense of any action or claimsuch Proceeding, the such Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, in the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contraryProceeding, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all shall bear the reasonable fees fees, costs, and expenses of such counselseparate counsel (and shall pay such reasonable attorney’s fees, costs, and expenses at least quarterly), if (a) the use of counsel chosen by the Indemnifying Party to represent the such Indemnified Party would result in present such counsel with a conflict of interest for interest; (b) the defendants in, or targets of, any such counsel Proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the representation Indemnifying Party shall not have the right to direct the defense of such Proceeding on behalf of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or ); (c) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party in the exercise of the Indemnified Party’s reasonable judgment to represent such Indemnified Party within the time period referred to in the preceding sentence after notice of the institution of such Proceeding; (d) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend against any Loss; or (e) the Indemnifying Party shall authorize in writing the such Indemnified Party to employ separate counsel at the Indemnifying Party's ’s expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party’s cooperation shall be borne by the Indemnifying Party (provided that such cooperation is requested by the Indemnifying Party and such costs and expenses are approved in advance by the Indemnifying Party). In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted Loss. Notwithstanding anything herein to the contrary, if the Indemnifying Party does not give a Defense Election Notice within ten (10) business days of the Indemnification Notice, the Indemnified Party shall be free, in its sole discretion, to defend, compromise, or settle the claim for which indemnification is sought, and the Indemnifying Party shall pay all Losses incurred by the Indemnified Party arising from or relating to such Losses. Notwithstanding anything to the contrary herein, if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Loss, but the Indemnifying Party will not be bound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld).

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser Seller of notice of the assertion of any action or claim against the Purchaser such party by a person Person (as defined below) not a party to this Agreement, Agreement or (b) the discovery by the Purchaser Seller of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser Seller expects to make a request for indemnification hereunder, the Purchaser (the "Indemnified Party") Seller shall give the Selling Shareholder (the "Indemnifying Party") Purchaser written notice describing such action, claim or Loss in reasonable detail and an estimate of the amount thereof (an "Indemnification Notice"). If the Indemnified Party Seller fails to give the Indemnification Notice in a timely manner and the Indemnifying Party Purchaser is materially prejudiced in its defense by such failure, then the Indemnifying PartyPurchaser's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. For purposes of this Agreement, the term "Person" shall mean any natural person, organization, firm, business, proprietorship, joint venture, corporation, limited liability company, partnership, association, trade group, trust, or other entity and any governmental agency or authority. Except as otherwise provided in this Section 7.02Article VII, the Indemnifying Party Purchaser shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against involving the Indemnified Party; provided, however, that such counsel asserted Loss of the Seller as to which the Purchaser shall be reasonably satisfactory have acknowledged its obligation to indemnify the Indemnified Partyparty seeking indemnification hereunder. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party Purchaser within thirty (30) days of any Indemnification Notice, then the Indemnified Party Seller may select counsel to defend any such action or claim and, in such event, the Indemnifying Party Purchaser shall be responsible for and pay all reasonable attorneys' attorney fees, costs costs, and expenses of such counselcounsel and all Losses arising from or relating to such claim, and the Indemnifying Party Purchaser shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to Purchaser shall undertake to defend an action or a claim against an Indemnified Partyasserted by a Person not a party to this Agreement, then the Indemnifying Party it shall give a written notice (a "Defense Election Notice") to the Indemnified Party Seller of its intention to do so within thirty twenty (3020) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses Purchaser does choose so to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information information, and testimony, testimony and attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials trials, and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party So long as the Purchaser is defending in good faith any such claim, the Seller shall not compromise or settle any action, such claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying PartyPurchaser, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party Seller shall have the right to employ separate counsel and at its own expense to participate in, but not control, in the defense of such action or claim at the sole cost of the Indemnified Partyasserted Loss. Notwithstanding anything contained herein to the contrary, if the Indemnified Party Purchaser does not give a Defense Election Notice within twenty (20) business days of the Indemnification Notice, the Seller shall have the right to employ be free, in its own counsel in any action or claimsole discretion, to control defend, compromise, or settle the defense of such action or claim for which indemnification is sought, and to require the Indemnifying Party to Purchaser shall pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen Losses incurred by the Indemnifying Party Seller arising from or relating to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expenseLosses.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Promptly after receipt by the Purchaser either party hereto of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case Agreement with respect to which the Purchaser such party hereto expects to make a request for indemnification hereunderunder this Agreement, the Purchaser such party (the "Indemnified PartyINDEMNIFIED PARTY") shall give the Selling Shareholder party that may become obligated to provide indemnification hereunder (the "Indemnifying PartyINDEMNIFYING PARTY") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification NoticeINDEMNIFICATION NOTICE"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02Article X, the such Indemnifying Party shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against matter involving the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to asserted liability of the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel as to defend any such action or claim and, in such event, which the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If any Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to compromise or defend an action or claim against an Indemnified Partyany such asserted liability, then the Indemnifying Party it shall give a written notice (a "Defense Election NoticeDEFENSE ELECTION NOTICE") to the Indemnified Party of its intention to do so within thirty (30) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expense.

Notice and Opportunity to Defend Third Party Claims. Promptly after ----------------------------------------------------- (a) receipt by the Purchaser any party hereto of notice of the assertion of any action or claim against the Purchaser such party by a person not a party to this Agreement, Agreement or (b) the discovery by the Purchaser such party of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser such party hereto expects to make a request for indemnification hereunder, the Purchaser such party (the "Indemnified Party") shall give tender to the Selling Shareholder party or parties that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail and an estimate of the amount thereof (an "Indemnification Notice"). Such notice shall be tendered to the Indemnifying Party pursuant to the provisions of Section 11.05 hereof. If the Indemnified Party fails to give tender the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. The failure of Blue River to tender to Unified an Indemnification Notice within ten (10) days after the commencement of any action with respect to a loan originated or held by UBC on or before the Closing Date shall be deemed to have materially prejudiced Unified, and Unified shall have no indemnification obligation with respect to such loan. Except as otherwise provided in this Section 7.027, the such Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against involving the asserted Liability of the Indemnified Party; provided, however, that such counsel Party as to which the Indemnifying Party shall be reasonably satisfactory have acknowledged its obligation to indemnify the Indemnified Partyparty seeking indemnification hereunder. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification NoticeNotice and the subject of such notice is a claim for which the Indemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' attorney fees, costs and expenses of such counselcounsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the any Indemnifying Party intends to shall undertake to defend an action or a claim against an Indemnified Partyasserted by a person not a party to this Agreement, then the Indemnifying Party it shall give tender a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty ten (3010) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses does choose so to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information information, and testimony, testimony and attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials trials, and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The So long as the Indemnifying Party is defending in good faith any such claim, the Indemnified Party shall not compromise or settle any action, such claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the an Indemnifying Party to assume the defense of any action or claimsuch Proceeding, the such Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, in the defense of such action or claim Proceeding at the sole cost of the its own expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be borne by the Indemnifying Party (if and only if such cooperation is requested by the Indemnifying Party and such costs and expenses are approved in advance by the Indemnifying Party). Notwithstanding anything contained herein to the contraryIn any event, the Indemnified Party shall have the right to employ at its own counsel expense to participate in any action or claim, to control the defense of such action or claim and asserted Loss. Notwithstanding anything herein to require the contrary, if the Indemnifying Party to pay all reasonable fees does not tender a Defense Election Notice within ten (10) days of the Indemnification Notice and expenses the subject of such counsel, if (a) the use of counsel chosen by notice is a claim for which the Indemnifying Party is entitled to represent indemnification from the Indemnified Indemnifying Party would result in a conflict of interest for such counsel in the representation of the Indemnified Partypursuant to this Section 7, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory be free, in its sole discretion, to the Indemnified Party within the time limits set forth hereindefend, compromise, or (c) settle the claim for which indemnification is sought, and the Indemnifying Party shall authorize in writing pay all Losses incurred by the Indemnified Party arising from or relating to employ separate counsel at such Losses. Notwithstanding anything to the contrary herein, if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party's expense, assume the exclusive right to defend, compromise, or settle such Loss, but the Indemnifying Party will not be bound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, in the event Blue River tenders an Indemnification Notice to Unified with respect to a loan originated or held by UBC on or before the Closing Date, and Unified chooses to assume the defense of such claim, Blue River, in the event Unified prevails in the defense of such claim, shall reimburse Unified for any and all costs and expenses (including reasonable attorneys' fees and costs) incurred by Unified in defending such claim.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser any party hereto of notice of the assertion of any action or claim against the Purchaser such party by a person not a party to this Agreement, Agreement or (b) the discovery by the Purchaser such party of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser such party hereto expects to make a request for indemnification hereunder, the Purchaser such party (the "Indemnified Party") shall give tender to the Selling Shareholder party or parties that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail and an estimate of the amount thereof (an "Indemnification Notice"). Such notice shall be tendered to the Indemnifying Party pursuant to the provisions of Section 11.05 hereof. If the Indemnified Party fails to give tender the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. The failure of Blue River to tender to Unified an Indemnification Notice within ten (10) days after the commencement of any action with respect to a loan originated or held by UBC on or before the Closing Date shall be deemed to have materially prejudiced Unified, and Unified shall have no indemnification obligation with respect to such loan. Except as otherwise provided in this Section 7.027, the such Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against involving the asserted Liability of the Indemnified Party; provided, however, that such counsel Party as to which the Indemnifying Party shall be reasonably satisfactory have acknowledged its obligation to indemnify the Indemnified Partyparty seeking indemnification hereunder. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification NoticeNotice and the subject of such notice is a claim for which the Indemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' attorney fees, costs and expenses of such counselcounsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the any Indemnifying Party intends to shall undertake to defend an action or a claim against an Indemnified Partyasserted by a person not a party to this Agreement, then the Indemnifying Party it shall give tender a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty ten (3010) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses does choose so to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information information, and testimony, testimony and attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials trials, and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The So long as the Indemnifying Party is defending in good faith any such claim, the Indemnified Party shall not compromise or settle any action, such claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the an Indemnifying Party to assume the defense of any action or claimsuch Proceeding, the such Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, in the defense of such action or claim Proceeding at the sole cost of the its own expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be borne by the Indemnifying Party (if and only if such cooperation is requested by the Indemnifying Party and such costs and expenses are approved in advance by the Indemnifying Party). Notwithstanding anything contained herein to the contraryIn any event, the Indemnified Party shall have the right to employ at its own counsel expense to participate in any action or claim, to control the defense of such action or claim and asserted Loss. Notwithstanding anything herein to require the contrary, if the Indemnifying Party to pay all reasonable fees does not tender a Defense Election Notice within ten (10) days of the Indemnification Notice and expenses the subject of such counsel, if (a) the use of counsel chosen by notice is a claim for which the Indemnifying Party is entitled to represent indemnification from the Indemnified Indemnifying Party would result in a conflict of interest for such counsel in the representation of the Indemnified Partypursuant to this Section 7, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory be free, in its sole discretion, to the Indemnified Party within the time limits set forth hereindefend, compromise, or (c) settle the claim for which indemnification is sought, and the Indemnifying Party shall authorize in writing pay all Losses incurred by the Indemnified Party arising from or relating to employ separate counsel at such Losses. Notwithstanding anything to the contrary herein, if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party's expense, assume the exclusive right to defend, compromise, or settle such Loss, but the Indemnifying Party will not be bound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, in the event Blue River tenders an Indemnification Notice to Unified with respect to a loan originated or held by UBC on or before the Closing Date, and Unified chooses to assume the defense of such claim, Blue River, in the event Unified prevails in the defense of such claim, shall reimburse Unified for any and all costs and expenses (including reasonable attorneys' fees and costs) incurred by Unified in defending such claim.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser either party hereto of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case Agreement with respect to which the Purchaser such party hereto expects to make a request for indemnification hereunderunder this Agreement, the Purchaser such party (the "Indemnified Party") shall give the Selling Shareholder party that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02, the Article VII such Indemnifying Party shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against matter involving the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory asserted liability of the indemnified Party as to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, which the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If any Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to compromise or defend an action or claim against an Indemnified Partyany such asserted liability, then the Indemnifying Party it shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses to so defend such action or prosecute a claim, the parties hereto shall cooperate in the defense thereof or prosecution of any claim and shall furnish such records, information and testimony, testimony and attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewithwith the claim. The So long as the Indemnifying Party is defending a claim in good faith, the Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheldsuch claim. Notwithstanding an election by the an Indemnifying Party to assume the defense of any such action or claimproceeding, the such Indemnified Party shall have the right to employ (at such Indemnified Party's sole cost and expense) separate counsel and to participate in, but not control, (at such Indemnified Party's sole cost and expense) in the defense of such action or claim at the sole cost of the Indemnified Partyproceeding. Notwithstanding anything contained herein to the contrarycontrary herein, if the indemnifying Party does not give a defense Election Notice within thirty (30) days of the indemnification Notice, the Indemnified Party shall have the right to employ be free, in its own counsel in any action or claimsole discretion, to control defend, compromise or settle the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expensewhich indemnification is sought.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Promptly after receipt by the Purchaser either party hereto of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case Agreement with respect to which the Purchaser such party hereto expects to make a request for indemnification hereunderunder this Agreement, the Purchaser such party (the "Indemnified PartyINDEMNIFIED PARTY") shall give the Selling Shareholder party that may become obligated to provide indemnification hereunder (the "Indemnifying PartyINDEMNIFYING PARTY") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification NoticeINDEMNIFICATION NOTICE"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with in respect to of such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02Article IX, the such Indemnifying Party shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against matter involving the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to asserted liability of the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel as to defend any such action or claim and, in such event, which the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If any Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to compromise or defend an action or claim against an Indemnified Partyany such asserted liability, then the Indemnifying Party it shall give a written notice (a "Defense Election NoticeDEFENSE ELECTION NOTICE") to the Indemnified Party of its intention to do so within thirty (30) business days of the Indemnification Notice to which such action or claim it relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expense.