Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after receipt by any party (the “Indemnitee”) of notice of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘Assertion”), such Indemnitee shall promptly give written notice of the Assertion (the “Claims Notice”) to any other party (or parties) obligated to provide indemnification pursuant to this Article (the “Indemnitor”), but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced thereby. The Indemnitor shall have the right to assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Section, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee.

Notice of Asserted Liability. Promptly Each person making a claim under this Article 10 (an Indemnified Party) shall, promptly after the receipt by any party (the “Indemnitee”) of notice of any claim or the commencement of any action action, investigation, claim or other proceeding against it such Indemnified Party in respect of which indemnity or reimbursement may be sought hereunder from the indemnifying party under this Article 10 (an ‘Assertion”the Indemnifying Party), such Indemnitee shall promptly give written notice notify the Indemnifying Party in writing of the Assertion commencement thereof. The failure of any Indemnified Party to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party (the “Claims Notice”i) to any other party (or parties) obligated to provide indemnification than pursuant to this Article 10 or (the “Indemnitor”)ii) under this Article 10 unless, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except and only to the extent that the Indemnified Party is prejudiced by such Indemnitor has been materially prejudiced therebyfailure. The Indemnitor In case any such action, claim or other proceeding shall have be brought against any Indemnified Party, and it shall notify the right Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of such Assertion, thereof at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemniteesuch Indemnified Party; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding that the Indemnitor may elect foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, are, or are reasonably likely to assume the defense of any Assertionbecome, the Indemnitee a party, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with employ separate counsel chosen by such Indemnitee, but in such event at the fees expense of the Indemnifying Party and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the control its own defense of such Assertion with counsel reasonably satisfactory to such Indemnitee action, claim or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Section, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner thatproceeding if, in the reasonable judgment opinion of counsel to such Indemnitee Indemnified Party, a conflict or its counselpotential conflict exist between the Indemnifying Party, may adversely affect on the one hand, and such IndemniteeIndemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnitor mayIndemnifying Party shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties. Each Indemnifying Party agrees that it will not, without the prior written consent of the IndemniteeIndemnified Party, settle or settle, compromise any action or consent to the entering entry of any judgment which in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is for money damages only and a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee the Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld. Except for claims based in whole or in part on fraud or seeking in whole or in part injunctive relief or specific performance, the rights accorded to an Indemnified Party hereunder shall be the exclusive remedy of such party for any Losses based upon, arising out of or otherwise in respect of such Assertionany inaccuracy or in breach of any representation, which release shall be satisfactory warranty, covenant or agreement contained in form and substance to counsel to such Indemniteethis Agreement, the Accounts Receivable Purchase Agreement or in any documents delivered pursuant hereto or thereto.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “"Indemnitee”") of notice of any assertion of any claim or where the commencement of any action against it in respect of which indemnity Indemnitee or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any the other party (or parties) obligated to provide indemnification pursuant to this Article SECTION 9 (the “"Indemnitor”)") of the Assertion, but the failure to so notify any the Indemnitor shall not relieve any such Indemnitor of any its liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced therebyhereunder. The Indemnitor shall have the right be obligated to assume the defense of such Assertion, Assertion at its own expense, expense with counsel chosen by the Indemnitor and in reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect shall be obligated to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, Indemnitee but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (ai) the Indemnitor shall have agreed agree to pay such fees and expenses, (bii) the Indemnitor shall have failed to assume the defense of such Assertion with and to employ counsel reasonably satisfactory to such Indemnitee or (ciii) in the reasonable judgment of such the Indemnitee, based upon the written advice of its counsel, a potential conflict of interest exists may exist between the Indemnitor and such the Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counselcounsel at the Indemnitor's expense, the Indemnitor shall not have the right to assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel)Indemnitee. Notwithstanding anything to the contrary in this SectionSECTION 9.3, the Indemnitor shall not, without the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, (a) settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee, or (b) settle or compromise any action in a manner that, in the sole judgment of such Indemnitee or its counsel, may materially and adversely affect such Indemnitee other than as a result of money damages or other money judgments.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “"Indemnitee”") of notice of any assertion of any claim or where the commencement of any action against it in respect of which indemnity Indemnitee or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any the other party (or parties) obligated to provide indemnification pursuant to this Article SECTION 9 (the “"Indemnitor”)") of the Assertion, but the failure to so notify any the Indemnitor shall not relieve any such Indemnitor of any its liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced therebyhereunder. The Indemnitor shall have the right be obligated to assume the defense of such Assertion, Assertion at its own expense, expense with counsel chosen by the Indemnitor and in reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect shall be obligated to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, Indemnitee but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (ai) the Indemnitor shall have agreed agree to pay such fees and expenses, (bii) the Indemnitor shall have failed to assume the defense of such Assertion with and to employ counsel reasonably satisfactory to such Indemnitee or (ciii) in the reasonable judgment of such the Indemnitee, based upon the written advice of its counsel, a potential conflict of interest exists may exist between the Indemnitor and such the Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counselcounsel at the Indemnitor's expense, the Indemnitor shall not have the right to assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel)Indemnitee. Notwithstanding anything to the contrary in this SectionSECTION 9.3, the Indemnitor shall not, without the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, (a) settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes does not include as an unconditional term thereof the delivery by the claimant or - 26 - plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee, or (b) settle or compromise any action in a manner that, in the sole judgment of such Indemnitee or its counsel, may materially and adversely affect such Indemnitee other than as a result of money damages or other money judgments.

Notice of Asserted Liability. Promptly As soon as is reasonably practicable after receipt by any member of Seller Group, on the one hand, or Buyer, on the other hand, becomes aware of any claim that such party has under Section 7.1 that may result in a Loss (a “Liability Claim”), such party (the “IndemniteeIndemnified Party”) of shall give notice of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder such Liability Claim (an ‘Assertion”), such Indemnitee shall promptly give written notice of the Assertion (the a “Claims Notice”) to any the other party (the “Indemnifying Party”). A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or parties) obligated may be suffered by the Indemnified Party. No delay in or failure to provide indemnification give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Article (Section 7.2(a) will adversely affect any of the “Indemnitor”), but other rights or remedies that the failure Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to indemnify the Indemnitee hereunder except Indemnified Party to the extent that such Indemnitor delay or failure has been not materially prejudiced therebythe Indemnifying Party. The Indemnitor Each Indemnifying Party to whom a Claims Notice is given shall have respond to any Indemnified Party that has given such Claims Notice (a “Claim Response”) within 30 days after the right date that such Claims Notice is given. Any Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim described in the Claims Notice. If any Indemnifying Party fails to assume give a Claim Response within such 30-day period, such Indemnifying Party shall be deemed not to dispute the defense Liability Claim described in the related Claims Notice. If any Indemnifying Party elects not to dispute a Liability Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory Liability Claim shall be conclusively deemed to the Indemnitee. Notwithstanding that the Indemnitor may elect to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses be an obligation of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and Indemnifying Party. If an Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Sectionindemnify an Indemnified Party hereunder, the Indemnitor Indemnifying Party shall notpay to such Indemnified Party, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayedin accordance with Section 7.3(e), settle or compromise any action in any manner that, in the reasonable judgment of amount to which such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release Indemnified Party shall be satisfactory in form and substance to counsel to such Indemniteeentitled.

Notice of Asserted Liability. Promptly after receipt by any party (the “"Indemnitee”") of notice of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any other party (or parties) obligated to provide indemnification pursuant to this Article (the “"Indemnitor”"), but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced thereby. The Indemnitor shall have the right to assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, Indemnitee based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Section, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; : provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee.

Notice of Asserted Liability. Promptly after receipt by any party (the “"Indemnitee”") of notice of the assertion of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any other the party (or parties) obligated to provide indemnification pursuant to this Article Section 8 (the “"Indemnitor”)") of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced thereby. The Indemnitor shall have be entitled to participate in and, to the right extent the Indemnitor elects by written notice to the Indemnitee within 30 calendar days after receipt by the Indemnitor of notice of such Assertion, to assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect shall have elected by such written notice to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (ai) the Indemnitor shall have agreed to pay such fees and expenses, (bii) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee Indemnitee, or (ciii) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not have the right to assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counselIndemnitee). Notwithstanding anything to the contrary in this SectionSection 8.3, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee, or settle or compromise any action in any manner that, in the sole judgment of such Indemnitee or its counsel, may materially and adversely affect such Indemnitee.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “"Indemnitee”") of notice of any assertion of any claim or where the commencement of any action against it in respect of which indemnity Indemnitee or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any the other party (or parties) obligated to provide indemnification pursuant to this Article SECTION 9 (the “"Indemnitor”)") of the Assertion, but the failure to so notify any the Indemnitor shall not relieve any such Indemnitor of any its liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced therebyhereunder. The Indemnitor shall have the right be obligated to assume the defense of such Assertion, Assertion at its own expense, expense with counsel chosen by the Indemnitor and in reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect shall be obligated to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, Indemnitee but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (ai) the Indemnitor shall have agreed agree to pay such fees and expenses, (bii) the Indemnitor shall have failed to assume the defense of such Assertion with and to employ counsel reasonably satisfactory to such Indemnitee or (ciii) in the reasonable judgment of such the Indemnitee, based upon the written advice of its counsel, a potential conflict of interest exists may exist between the Indemnitor and such the Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counselcounsel at the Indemnitor's expense, the Indemnitor shall not have the right to assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel)Indemnitee. Notwithstanding anything to the contrary in this SectionSECTION 9.3, the Indemnitor shall not, without the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, (a) settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee.or

Notice of Asserted Liability. Promptly Within thirty (30) calendar days after receipt Company receives notice or obtains knowledge of any claim, demand, fact or circumstance that the use by the Company of the Software excluding any party use by Company in violation of this Agreement constitutes an infringement of a third party's rights or properties (an "Asserted Liability"), the Company will give notice (the “Indemnitee”"Claims Noticed") of notice of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘Assertion”), such Indemnitee shall promptly give written notice of the Assertion to HMS (the “"Indemnifying Party"). The Claims Notice”) to any other party Notice must describe the Asserted Liability in reasonable detail, and must indicate the amount (or parties) obligated to provide indemnification pursuant to this Article (the “Indemnitor”)estimated, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except if necessary and to the extent such Indemnitor feasible) of the Loss that has been materially prejudiced therebyor could be suffered by the Company. The Indemnitor shall have At any time following receipt of the right Claims Notice, HMS may elect to assume compromise or defend any Asserted Liability which arises from the defense claim or demand of such Assertiona third party against the Company, at its own expenseexpense and by its own counsel, the same extent that an election with counsel chosen respect to compromise or defense is available to the Company. If HMS elects to compromise or defend such an Asserted Liability, it will within fifteen (15) calendar days after receipt of the Claims Notice notify the Company of its intent to do so. Pending receipt of HMS notice of election, the Company will use its best efforts to minimize the amount of Loss from the Asserted Liability, and will take all reasonably necessary interim actions to protect the interests of itself and HMS, including but not limited to filing responsive pleadings or seeking emergency relief to maintain the status quo. In no event shall Company compromise or settle the Asserted Liability during that fifteen (15) calendar day period following delivery of the Claims Notice. If HMS elects to compromise or defend the Asserted Liability, HMS will not be liable to the Company for any legal or other expenses incurred by the Indemnitor Company in connection with the Asserted Liability, than the Company's reasonable costs of (i) investigating the Asserted Liability before the date of the Claims Notice, and reasonably satisfactory (ii) taking any interim actions described in the preceding sentence. If HMS elects to compromise or defend the Indemnitee. Notwithstanding Asserted Liability, the Company will furnish to HMS any books, records, or other documents within its control that the Indemnitor may elect to assume are necessary or appropriate for the defense of the Asserted Liability, and HMS will furnish to the Company at reasonable intervals a copy of all written communications concerning the Asserted Liability, including but not limited to pleadings, motion, judgements, and other documents filed in court. HMS will not, in the defense or compromise of the Asserted Liability, consent to the entry of any Assertionjudgement or enter into any compromise or settlement which does not include an unconditional release of the Company from all liability based upon, arising out of or otherwise in respect of the Asserted Liability. If HMS elects not to compromise or defend the Asserted Liability, fails to notify Company of its election or contests its obligation to indemnify under this Agreement, the Indemnitee Company may then pay, compromise, or defend the Asserted Liability as the Company considers appropriate, at the expense of HMS. In no event shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall HMS be obligated to pay the reasonable fees and expenses indemnify Company for any Loss arising from Company's violation of such separate counsel). Notwithstanding anything to the contrary in this SectionAgreement, the Indemnitor shall notgross negligence, without the written consent recklessness or willful misconduct of such Indemnitee (which consent shall not be unreasonably withheld Company, its agents, contractors, employees, directors, officers, or delayed)others acting on Company's behalf, settle or compromise for any action in any manner that, in the reasonable judgment of such Indemnitee punitive or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money exemplary damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemniteeaward.

Notice of Asserted Liability. Promptly after receipt by any party (the “"Indemnitee”") of notice of the assertion of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘"Assertion”"), such Indemnitee shall promptly give written notice of the Assertion (the “"Claims Notice”") to any other the party (or parties) obligated to provide indemnification pursuant to this Article Section 8 (the “"Indemnitor”)") of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced thereby. The Indemnitor shall have be entitled to participate in and, to the right extent the Indemnitor elects by written notice to the Indemnitee within 30 calendar days after receipt by the Indemnitor of notice of such Assertion, to assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect shall have elected by such written notice to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (ai) the Indemnitor shall have agreed to pay such fees and expenses, (bii) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee Indemnitee, or (ciii) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not have the right to assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counselIndemnitee). Notwithstanding anything to the contrary in this SectionSection 8.3, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such Indemnitee., or settle or compromise any action in any manner that, in the sole judgment of such Indemnitee or its counsel, may materially and adversely affect such Indemnitee. 8.4

Notice of Asserted Liability. Promptly after receipt by Buyer or any of the Sellers becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article 14 the party becoming aware of such facts, condition or event shall notify the other party in the manner provided in Section 16.1 of this Agreement (the "Claims Notice") to the other party. All Claims Notices must be delivered within the time periods set forth in Section 14.5 and if delivered within the applicable time period, the expiration of such time period will not affect the validity thereof or the claim for Losses described therein. The party entitled to indemnification ("Indemnitee") shall deliver the Claims Notice to the other party (the “Indemnitee”) of notice "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action action, proceeding or investigation (an "Asserted Liability") against it in respect Indemnitee, and shall indicate the amount (estimated, if necessary) of which indemnity the Losses that have been or reimbursement may be sought hereunder (an ‘Assertion”), such suffered by Indemnitee. Failure of Indemnitee shall to promptly give written notice of the Assertion (the “Claims Notice”) to any other party (or parties) obligated to provide indemnification pursuant to this Article (the “Indemnitor”), but the failure to so notify any Indemnitor hereunder shall not relieve any Indemnitor of any liability it may have affect rights to the Indemnitee hereunder indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor has been materially prejudiced thereby. The with such reasonable documentation as Indemnitor shall have the right request pertaining to assume the defense of such Assertion, at its own expense, with counsel chosen any claim(s) made by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor Claims may elect to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen only be brought by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Section, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent delivery of the Indemnitee, settle or compromise any action or consent to Claims Notice during the entering of any judgment which is for money damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability periods set forth in respect of such Assertion, which release shall be satisfactory in form and substance to counsel to such IndemniteeSection 14.5 hereof.