Common use of Notice and Payment of Claims Clause in Contracts

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any actionAction, the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred).

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give matter otherwise giving rise to indemnification as provided in this Article XII (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudicethe Indemnifying Party can demonstrate it has been actually prejudiced by such failure. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days Business Days after the date of the Claim Notice of its election election, either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of of, or its indemnification obligations under under, this SectionSection 12.3. Each If the Indemnifying Party assumes the defense, each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may representation of both parties would be one inappropriate due to actual or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense potential conflicts of such Claim on behalf of the Indemnified Partyinterest between them, it being understood, however, that the Indemnifying Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of of, or its indemnification obligations under under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may representation of both parties would be one inappropriate due to actual or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense potential conflicts of such Claim on behalf of the Indemnified Partyinterest between them, it being understood, however, that the Indemnifying Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred.

Notice and Payment of Claims. If any SWS Indemnitee or Westwood Indemnitee (athe "Indemnified Party") Promptly after receipt determines that it is or may be entitled to indemnification by any Indemnified Party of notice of party (the commencement of "Indemnifying Party") under Article 3 (other than in connection with any action, the assertion by any third party of any claim, or of any other circumstance likely Action subject to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"Section 3.5), the Indemnified Party receiving such notice (the "Claim Notice") shall notify deliver to the Indemnifying Party in writing of the assertion of such Claim; provideda written notice specifying, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of actual prejudice. The such notice, the Indemnifying Party shall have the option, and shall notify pay the Indemnified Party such amount in writing within ten (10) business days after cash or other immediately available funds unless the date of Indemnifying Party objects to the Claim Notice of its election either (i) to participate (at its own expense) in claim for indemnification or the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expenseamount thereof. If the Indemnifying Party fails to notify does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within such 30-day period, the Indemnified Party shall give the Indemnifying Party an additional notice of its election claims for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claims within the applicable response period (set forth above)10 days after receipt of such additional notice, then the Indemnifying Party shall be deemed to have elected not to assume the defense of acknowledged its liability for such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel claim and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) may exercise any and all of its rights under applicable law to collect such amount. In the employment event of such counsel shall have been specifically authorized in writing a timely objection by the Indemnifying Party, the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party or (2) in respect of such indemnity claim shall be paid by the named parties in such Claim (including any impleaded parties) include both Indemnifying Party to the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have in cash within 15 days after such indemnity claim has been so advised by such counsel that there may Finally Determined. Notice and payment of all claims shall be one or more legal defenses available to it that are different from or additional to those available to in accordance with the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense provisions of such Claim on behalf this Agreement and with a copy of the Indemnified Partynotice to: SWS Group, it being understoodInc. 0000 Xxx Xxxxxx, howeverXxxxx 0000 Xxxxxx, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys Xxxxx 00000 Telecopy: (in addition to any local counsel000) and that all such fees and expenses shall be reimbursed as they are incurred.000-0000 Attention: General Counsel

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any actionAction (“Claim Notice”), or receipt of notice, or becoming aware, of the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give matter giving rise to indemnification as provided in this Article (collectively, a "“Claim"”), the Indemnified Party receiving such notice (the "“Claim Notice"”) shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The With regard to any Claim which involves third party litigation, the Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's ’s failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the Indemnified Party is controlling the defense of the claim; (2) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party; (3) counsel for the Indemnified Party has advised that there is a potential conflict of interest between the parties; or (24) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. The Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed for all fees and expenses, provided for above, as they are incurred.

Notice and Payment of Claims. (a) Promptly after receipt by any A Buyer Indemnified Party or a Timeline Indemnified Party seeking to avail itself of the provisions of this Section 8 (an “Indemnified Party”) shall provide notice of any claim for indemnification hereunder setting forth in reasonable detail the commencement of any actionbasis for such claim to Timeline or the Buyer, as applicable (the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"“Indemnifying Party”), promptly after becoming aware of, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation necessary to support and verify, any Damages that the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claimhave determined have given rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder; provided, however, that the right of the Indemnified Party to indemnification shall be reduced in the event of its failure to give such timely notice shall not affect the right to indemnification hereunder except only to the extent of actual prejudicethe Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have be given reasonable access to all books and records in the option, and shall notify possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. The Indemnified Party will reasonably cooperate with the Indemnifying Party in writing within ten (10) business days after its investigation and response to any third party claim. With respect to any third-party claim, the date Indemnifying Party may assume the defense thereof with counsel of its choosing, upon the Claim Notice delivery to the Indemnified Party of written notice of its election either (i) so to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expensedo. If After notice from the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The any third-party proceeding and retention of counsel by the Indemnifying Party's failure to respond shall not relieve , the Indemnifying Party will not be liable to the Indemnified Party for any fees or disbursements of its indemnification obligations under this Sectionlegal counsel subsequently incurred by the Indemnified Party in connection therewith. Each The Indemnified Party shall have the right to employ separate its own counsel and participate in any such third-party proceeding, but all expenses related thereto incurred after notice from the Indemnifying Party of its assumption of the defense of such Claim, but the fees and expenses of such counsel shall be at the expense Indemnified Party’s sole expense. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to a third party claim without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party unless: (1) the employment may consent to a settlement or other disposition of such counsel shall have been specifically authorized in writing by all or any part of any third-party claim which the Indemnifying Party or (2) is defending without first obtaining the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf written consent of the Indemnified Party, it being understood, however, provided that such settlement or other disposition would not impose any penalty or limitation on the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurredIndemnified Party.

Notice and Payment of Claims. If any Pitney Bowes Indemnitee (athe "Indemnified Party") Promptly after receipt determines that it is or xxx xe entitled to indemnification by any Indemnified Party of notice of party (the commencement of "Indemnifying Party") under Article 11 (other than in connection with any action, the assertion by any third party of any claim, or of any other circumstance likely Action subject to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"Section 11.04), the Indemnified Party receiving such notice (the "Claim Notice") shall notify deliver to the Indemnifying Party in writing of the assertion of such Claim; provideda written notice specifying, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have reasonably practicable, the option, basis for its claim for indemnification and shall notify the amount for which the Indemnified Party in writing reasonably believes it is entitled to be indemnified. If the Indemnifying Party has not responded within thirty (30) days after receipt of such notice, the Indemnified Party shall deliver a second notice to the within ten (10) business days of the expiration of the original thirty (30)-day period. Within thirty (30) days after receipt of any second notice, the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim Indemnifying Party shall be controlled by pay the Indemnified Party) Party such amount in cash or (ii) other immediately available funds unless the Indemnifying Party objects to take charge of and control the defense of such Claim at its own expenseclaim for indemnification or the amount thereof. If the Indemnifying Party fails to notify does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within such thirty (30)-day period, the Indemnified Party shall give the Indemnifying Party an additional notice of its election claim for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim within the applicable response period ten (set forth above), then 10) days after receipt of such notice the Indemnifying Party shall be deemed to have elected not to assume the defense of acknowledged its liability for such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel claim and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) may exercise any and all of its rights under applicable law to collect such amount. In the employment event of such counsel shall have been specifically authorized in writing a timely objection by the Indemnifying Party, the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party or (2) in respect of such indemnity claim shall be paid by the named parties in such Claim (including any impleaded parties) include both Indemnifying Party to the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have in cash within fifteen (15) days after such indemnity claim has been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurredFinally Determined.

Notice and Payment of Claims. If any Pitney Bowes Indemnitee or Imagistics Indemnitee (athe "Indemnified Party") Promptly after receipt xxxxxmines that it is or may be entitled to indemnification by any Indemnified Party of notice of party (the commencement of "Indemnifying Party") under Article 4 (other than in connection with any action, the assertion by any third party of any claim, or of any other circumstance likely Action subject to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"Section 4.05), the Indemnified Party receiving such notice (the "Claim Notice") shall notify deliver to the Indemnifying Party in writing of the assertion of such Claim; provideda written notice specifying, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudicereasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. The methodology for determining claims for indemnification related to sales, use and personal property taxes is set forth on Schedule 4.04 hereto. Within 30 days after receipt of such notice, the Indemnifying Party shall have the option, and shall notify pay the Indemnified Party such amount in writing within ten (10) business days after cash or other immediately available funds unless the date of Indemnifying Party objects to the Claim Notice of its election either (i) to participate (at its own expense) in claim for indemnification or the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expenseamount thereof. If the Indemnifying Party fails to notify does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within such 30-day period, the Indemnified Party shall give the Indemnifying Party an additional notice of its election claims for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claims within the applicable response period (set forth above)10 days after receipt of such additional notice, then the Indemnifying Party shall be deemed to have elected not to assume the defense of acknowledged its liability for such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel claim and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) may exercise any and all of its rights under applicable law to collect such amount. In the employment event of such counsel shall have been specifically authorized in writing a timely objection by the Indemnifying Party, the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party or (2) in respect of such indemnity claim shall be paid by the named parties in such Claim (including any impleaded parties) include both Indemnifying Party to the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have in cash within 15 days after such indemnity claim has been so advised by such counsel that there may Finally Determined. Notice and payment of all Non-Income Tax Claims shall be one or more legal defenses available to it that are different from or additional to those available to in accordance with the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense provisions of such Claim on behalf this Agreement and with a copy of the Indemnified Partynotice to: Imagistics International Inc. 100 Oakview Drive Trumbull, it being understood, however, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys CT 06611 Telecopy: (in addition to any local counsel200) and that all such fees and expenses shall be reimbursed as they are incurred.000-0000 Xxxxxxxxx: Xxxx Xxxxxxxxt-Tax

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or of any other circumstance likely to cause an Indemnified Party to incur Damages which would give otherwise giving rise to indemnification as provided in this Article XII (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; providedPROVIDED, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each If the Indemnifying Party assumes the defense, each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred).

Notice and Payment of Claims. If any Pitney Xxxxx Indemnitee (athe "Indemnified Party") Promptly after receipt determines that it is or may be entitled to indemnification by any Indemnified Party of notice of party (the commencement of "Indemnifying Party") under Article 11 (other than in connection with any action, the assertion by any third party of any claim, or of any other circumstance likely Action subject to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"Section 11.04), the Indemnified Party receiving such notice (the "Claim Notice") shall notify deliver to the Indemnifying Party in writing of the assertion of such Claim; provideda written notice specifying, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have reasonably practicable, the option, basis for its claim for indemnification and shall notify the amount for which the Indemnified Party in writing reasonably believes it is entitled to be indemnified. If the Indemnifying Party has not responded within thirty (30) days after receipt of such notice, the Indemnified Party shall deliver a second notice to the within ten (10) business days of the expiration of the original thirty (30)-day period. Within thirty (30) days after receipt of any second notice, the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim Indemnifying Party shall be controlled by pay the Indemnified Party) Party such amount in cash or (ii) other immediately available funds unless the Indemnifying Party objects to take charge of and control the defense of such Claim at its own expenseclaim for indemnification or the amount thereof. If the Indemnifying Party fails to notify does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within such thirty (30)-day period, the Indemnified Party shall give the Indemnifying Party an additional notice of its election claim for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim within the applicable response period ten (set forth above), then 10) days after receipt of such notice the Indemnifying Party shall be deemed to have elected not to assume the defense of acknowledged its liability for such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of its indemnification obligations under this Section. Each Indemnified Party shall have the right to employ separate counsel claim and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) may exercise any and all of its rights under applicable law to collect such amount. In the employment event of such counsel shall have been specifically authorized in writing a timely objection by the Indemnifying Party, the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party or (2) in respect of such indemnity claim shall be paid by the named parties in such Claim (including any impleaded parties) include both Indemnifying Party to the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have in cash within fifteen (15) days after such indemnity claim has been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Claim on behalf of the Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurredFinally Determined.