Common use of Notice, Etc Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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