Common use of Notice of Third Party Claims; Assumption of Defense Clause in Contracts

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party in respect of which indemnity may be sought under this Lease (a “Third Party Claim”); provided that the failure of the Indemnified Person to give such notice shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceeding, all of the Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty five (205) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article IX except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) in the proviso of Section 20.39.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.18.05) as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying indemnifying Person of the assertion of any claimclaims, or the commencement of any ProceedingAction, by any Person not a Party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified indemnified Person to give such notice shall not constitute a waiver relieve the indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article VIII except to the extent (if any) that the Indemnifying indemnifying Person shall have been prejudiced thereby. The Indemnifying indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.38.07, to settle or compromise such any Third Party Claim. If the Indemnifying indemnifying Person assumes such defense, the Indemnified indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying indemnifying Person. Whether or not the Indemnifying indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice Buyer (in the form and substance contemplated by case of a Claim pursuant to Section 20.16.2) or the Agent (in the case of a Claim pursuant to Section 6.3) shall give notice (“Third Party Claim Notice”) as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, practicable to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, Claim by any Person not a party hereto against an Indemnified Person (a “Third Party Claim”) in respect of which indemnity may be sought by an Indemnified Person under this Lease Agreement (a “which notice shall specify in reasonable detail the nature and amount, to the extent practicable, of such Third Party Claim”); provided provided, however, that the failure of Buyer or the Indemnified Person Agent to give such notice shall not constitute a waiver relieve the Indemnifying Person of its obligations under this Article VI to such Indemnified Person’s rights and remedies under this Lease Person except to the extent (if any) that the Indemnifying Person shall have been materially prejudiced therebythereby (and, in any event, any such relief shall apply only with respect to such specific Third Party Claim). The If (i) in the case of a Claim pursuant to Section 6.2(a), the Basket Amount has been exceeded or is not applicable (or the Indemnifying Person, within the 15-day period referred to below in this sentence, irrevocably and unconditionally waives the applicability of the Basket Amount to the Third Party Claim) and (ii) the Indemnifying Person may, at its own expense, confirms in writing to Buyer (a) participate in the defense case of any such a Claim pursuant to Section 6.2) or the Agent (in the case of a Claim pursuant to Section 6.3) within 15 days after receipt of the Third Party Claim Notice the Indemnifying Person’s responsibility to indemnify and (b) upon written notice to hold harmless the Indemnified PersonPerson therefor and within such 15-day period demonstrates to Buyer’s (in the case of a Claim pursuant to Section 6.2) or the Agent’s (in the case of a Claim pursuant to Section 6.3) reasonable satisfaction that, at any time during as of such time, the course Indemnifying Person has sufficient financial resources in order to indemnify for the full amount of any potential liability in connection with such Third Party Claim, the Indemnifying Person may elect to assume control over the compromise or defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party ClaimClaim at such Indemnifying Person’s own expense and by such Indemnifying Person’s own counsel, which counsel will be reasonably satisfactory to Buyer (in the case of a Claim pursuant to Section 6.2) or the Agent (in the case of a Claim pursuant to Section 6.3) . If the Indemnifying Person assumes so elects to assume control over the compromise and defense of such Third Party Claim, the Indemnifying Person shall within such 15 days (or sooner, if the nature of the asserted Third Party Claim so requires) notify Buyer (in the case of a Claim pursuant to Section 6.2) or the Agent (in the case of a Claim pursuant to Section 6.3) of such Indemnifying Person’s intent to do so, and the Indemnified Person shall cooperate, at the expense of the Indemnifying Person, in the compromise of, or defense against, such Third Party Claim; provided, however, that: (i) the Indemnified Person may, if such Indemnified Person so desires, employ counsel at such Indemnified Person’s own expense to assist in the handling (but not control the defense) of any Third Party Claim; (ii) the Indemnifying Person shall keep the Indemnified Person advised of all material events with respect to any Third Party Claim; (iii) the Indemnifying Person shall obtain the prior written approval of the Indemnified Person before ceasing to defend against any Third Party Claim or entering into any settlement, adjustment or compromise of such Third Party Claim involving injunctive or similar equitable relief or other non-monetary relief against any Indemnified Person or any of its Affiliates; and (iv) no Indemnifying Person will, without the prior written consent of each Indemnified Person (with respect to Third-Party Claims (A) not involving injunctive or similar equitable relief or other non-monetary relief being asserted against the Indemnified Person, such approval shall not be unreasonably withheld, conditioned or delayed and (B) involving injunctive or similar equitable relief or other non-monetary relief being asserted against the Indemnified Person, such approval may be withheld, conditioned or delayed for any or no reason), settle or compromise or consent to the entry of any judgment in any pending or threatened action in respect of which indemnification may be sought hereunder (whether or not any such Indemnified Person is a party to such action), unless such settlement, compromise or consent by its terms obligates the Indemnifying Person to pay the full amount of the liability in connection with such Third Party Claim, includes an unconditional release of all such Indemnified Persons from all liability arising out of such Third Party Claim, and will not involve the finding or admission of any violation of Law by the Indemnified Person. Notwithstanding anything contained herein to the contrary, the Indemnifying Person shall not be entitled to have sole control over (and if it so desires, the Indemnified Person shall have sole control over) the right defense, settlement, adjustment or compromise of (but the Indemnifying Person shall nevertheless be required to pay all Losses incurred by the Indemnified Person in connection with such defense, settlement or compromise but only to the extent the Indemnifying Person is required to indemnify for such Losses in accordance with this Agreement): (i) any Third Party Claim that seeks an order, injunction or other equitable or non-monetary relief against any Indemnified Person or any of its Affiliates; (ii) any Claim that is the subject of such Third Party Claim in which both the Indemnifying Person and the Indemnified Person are named as parties and either the Indemnifying Person or the Indemnified Person determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a conflict of interest between such parties may exist in respect of such Claim; (iii) any Claim that is the subject of such Third Party Claim after such time as the aggregate amount of Losses for which Sellers are required to indemnify the Buyer Indemnified Parties pursuant to Section 6.2 (including without limitation the Losses related to such Third Party Claim) are reasonably expected to exceed the Final Purchase Price; and (iv) any Claim that is the subject of such Third Party Claim relating to Taxes of Buyer or the Company or any of their respective Affiliates. If the Indemnifying Person elects not to assume (or is precluded by the dutyterms hereof from assuming) to participate in control over the compromise or the defense thereof of such Third Party Claim, fails to timely and to employ counselproperly notify the Indemnified Person of its election as herein provided, or, at its own expenseany time after assuming such defense, separate from fails to diligently defend against such Third Party Claim in good faith or fails to have sufficient financial resources to pay the counsel employed by full amount of such potential liability in connection with such Third Party Claim, the Indemnified Person may, at the Indemnifying Person. Whether ’s expense, pay, compromise or not defend against such Third Party Claim (but the Indemnifying Person chooses shall nevertheless be required to defend pay all Losses incurred by the Indemnified Person in connection with such defense, settlement or prosecute any compromise but only to the extent the Indemnifying Person is required to indemnify for such Proceeding, all of the Parties shall cooperate Losses in the defense or prosecution thereofaccordance with this Agreement).

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.110.5) as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claimclaims, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which claims for indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Agreement except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.310.7, to settle or compromise such Third Party Claim, provided that the Indemnifying Person obtain as a condition of any settlement or other compromise, a complete release of the Indemnified Person subject to such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof, including all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or under the Indemnified Person’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty (20) five Business Days after receiving notice thereof, to the Indemnifying Person Party of the assertion of any claim, or the commencement of any ProceedingAction, by any Person not a an Indemnified Party hereunder in respect of which indemnity may be sought under this Lease (a “Third Agreement, which notice shall specify in reasonable detail the nature and amount of such claim, together with such information as may be necessary for the Indemnifying Party Claim”)to determine that the limitations in Section 11.4 have been satisfied or do not apply; provided provided, however, that the failure of the Indemnified Person Party to give such notice shall not constitute a waiver of such Indemnified PersonParty’s rights and remedies under this Lease Article 11 except to the extent (if any) that the Indemnifying Person Party shall have been actually prejudiced thereby. The Provided that the Indemnifying Person Party acknowledges its obligation to indemnify pursuant to Section 11.2 or Section 11.3, as the case may be, the Indemnifying Party may, at its own expense, (a) participate in the defense of any such Third Party Claim claim or Action, and (b) upon written notice to the Indemnified PersonParty, at any time during the course of any such Third Party Claimclaim or Action, assume and control the defense thereof with counsel of its own choice and and, in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.311.7, to settle or compromise such Third Party Claimclaim or Action. If the Indemnifying Person Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty. Whether or not the Indemnifying Person Party chooses to defend or prosecute any such Proceedingclaim or Action, all of the Parties hereto shall cooperate in the defense or prosecution thereof. For the avoidance of doubt, the Parties acknowledge and agree that Seller shall have the right to control the defense of, and the sole authority to approve and authorize the filing of pleadings, briefs and other documents on behalf of the Acquired Companies with respect to, the matters which are the subject of clauses (c), (d) and (e) of Section 11.2 (including the Actions set forth on Exhibit 7.1(a)(xii)) (collectively, the “Retained Actions”). All responsibility for and control of the Retained Actions shall transfer to Seller at the Effective Closing Time without further action on the part of the Parties or the Acquired Companies.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.112.5) as promptly as is reasonably practicable, but in any event no later than twenty (20) 10 Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party other than the Sellers or the Purchaser in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article 12 (or Section 6.5 or Article 11, as the case may be) except to the extent (if any) that the Indemnifying Person shall have been actually prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonPerson (subject to the foregoing provisions of this Section 12.6). If the Indemnifying Party (i) shall fail to notify the Indemnified Party of its intent to exercise its rights to defend any Third Party Claim within 30 days after receipt of any Claim Notice with respect thereto or (ii) after commencing or undertaking any such defense or settlement, fails to diligently pursue or withdraws from such defense or settlement, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. The Indemnified Party shall not, however, settle any Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld), absent which all rights against the Indemnifying Party for indemnification with respect to such Third Party Claim shall terminate and be deemed waived. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties Sellers and the Purchaser shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days business days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in SECTION 9.4 have been satisfied or do not apply); provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person to give such notice shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that the Indemnifying Person shall have been demonstrates that its defense of such action is prejudiced therebyby its failure to receive timely notice. The Indemnifying Person may, at its own expense, : (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3SECTION 9.6, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a party hereto (a "Third Party Claim") in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article 12 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice as soon as possible (in the form and substance contemplated by Section 20.1) as promptly as is reasonably practicable, but in any event no later than twenty within ten (20) Business Days 10)days after receiving notice thereof, ) give written notice to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease (a “Third Party Claim”)Agreement; provided provided, that the failure of the Indemnified Person to give notice within such notice ten-day period shall not constitute a waiver of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that relieve the Indemnifying Person shall have been prejudiced of its obligations under this Article XIV unless the Indemnifying Person can prove actual prejudice thereby. The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claimchoice. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.18.5) as promptly as is reasonably practicable, but in any event no later than twenty thirty (2030) Business Days days after receiving notice thereof, to the Indemnifying Person of the assertion of any claimclaims, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article VIII except to the extent (if any) that the Indemnifying Person shall have been materially prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.38.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties shall cooperate in the defense or prosecution thereof, including making available all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or under the Indemnified Person’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel. If the Indemnifying Person assumes the defense of any Third Party Claim and it is ultimately determined that the Indemnifying Person is not obligated to indemnify, defend or hold the Indemnified Person harmless from and against any Third Party Claim, the Indemnified Person shall reimburse the Indemnifying Person for any and all documented out-of-pocket costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Person in its defense of such Third Party Claim.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) as As promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days practicable after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person who is not a Party an Indemnified Person in respect of which indemnity indemnification may be sought under this Lease Agreement (a “Third Party Claim”), but in any event no later than ten (10) Business Days after receiving notice of such Third Party Claim, the Indemnified Person shall deliver a Claim Notice (in the form and substance contemplated by Section 7.5(a)) to the Indemnifying Person in respect of such Third Party Claim; provided provided, however, that the failure of the Indemnified Person to timely give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Agreement except to the extent (if any) that the Indemnifying Person shall have been is prejudiced therebyby such failure. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume and control the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.37.7, to settle or compromise such Third Party Claim; provided that the Indemnifying Person obtain, as a condition of any settlement or other compromise, a complete release of the Indemnified Person subject to such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. If the Indemnifying Person elects not to assume the defense of such Third Party Claim and the Indemnified Person defends against or otherwise deals therewith, the Indemnified Person may employ counsel, at the expense of the Indemnifying Person, which counsel shall be reasonably acceptable to the Indemnifying Person, and control the defense of such Proceeding; provided, however, that the Indemnifying Person shall be obligated to pay for only one firm of counsel for all Indemnified Persons, unless, in the reasonable opinion of legal counsel of the Indemnified Persons, a conflict of interests requires employing more than one firm. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties shall, and shall cause their respective Affiliates to, cooperate in the defense or prosecution thereofof such Third Party Claim, including by providing or making available to the Indemnifying Person all witnesses, pertinent records, materials and information relating thereto in the Indemnified Person’s possession or under the Indemnified Person’s control (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel. If the Indemnifying Person assumes the defense of any Third Party Claim and it is ultimately determined by a final Order of a competent court that the Indemnifying Person is not obligated to indemnify, defend, or hold the Indemnified Person harmless from and against such Third Party Claim under this Article VII, the Indemnified Person shall reimburse the Indemnifying Person for any and all documented out-of-pocket costs and expenses (including court costs and reasonable attorney fees) incurred by the Indemnifying Person in its defense of such Third Party Claim.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying Person Party of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim); provided provided, however, that the failure of the Indemnified Person Party to give such notice shall not constitute a waiver relieve the Indemnifying Party of such Indemnified Person’s rights and remedies its obligations under this Lease Article IX except to the extent (if any) that the Indemnifying Person Party shall have been prejudiced thereby. The Indemnifying Person Party may, at its own expense, (a) participate in the defense of any such Third Party Claim Proceeding and (b) upon written notice to the Indemnified PersonParty, at any time during the course of any such Third Party ClaimProceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, assumption shall have the exclusive right, right (subject to clause (i) no obligation, restriction, Loss or admission of Section 20.3fault being imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) no settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such claim be effected by the Indemnifying Party without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed) to settle or compromise such Third Party ClaimProceeding. If the Indemnifying Person Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty. Whether or not the Indemnifying Person Party chooses to defend or prosecute any such Proceeding, all of the Parties shall cooperate in the defense or prosecution thereof. The Party responsible for the defense of any such claim shall, to the extent reasonably requested by the other applicable Party, keep such other Party informed as to the status of such claim, including, without limitation, all settlement negotiations and offers. Any settlement or compromise made or caused to be made in accordance with the terms hereof by the Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under this Section 9.7) or the Indemnifying Party, as the case may be, of any such Proceeding shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the Indemnified Party shall not compromise or settle any Proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.112.5) as promptly as is reasonably practicable, but in any event no later than twenty (20) 10 Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article 12 except to the extent (if any) that the Indemnifying Person shall have been actually prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (ia) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonPerson (subject to the foregoing provisions of this Section 12.6). If the Indemnifying Party (i) shall fail to notify the Indemnified Party of its intent to exercise its rights to defend any Third Party Claim within 30 days after receipt of any Claim Notice with respect thereto or (ii) after commencing or undertaking any such defense or settlement, fails to diligently pursue or withdraws from such defense or settlement, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. The Indemnified Party shall not, however, settle any Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld), absent which all rights against the Indemnifying Party for indemnification with respect to such Third Party Claim shall terminate and be deemed waived. Whether or not the Indemnifying Person chooses to defend or prosecute any such ProceedingThird Party Claim, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine whether the limitations in Section 12.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of in the proviso in Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying Person Party of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Party Claim”to determine that the limitations in Section 12.4 67 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person Party to give such notice shall not constitute a waiver relieve the Indemnifying Party of such Indemnified Person’s rights and remedies its obligations under this Lease Article XII except to the extent (if any) that the Indemnifying Person Party shall have been prejudiced thereby. The Indemnifying Person Party may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified PersonParty, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.312.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty. Whether or not the Indemnifying Person Party chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified --------------------------------------------------- Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty ten (2010) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease (a “Third Party Claim”)Agreement, which notice shall specify in reasonable detail the nature and amount of such claim. The Indemnifying Person shall have the right to request and receive from the Indemnified Person such other information that is reasonably available to the Indemnified Person as may be necessary for the Indemnifying Person to determine that the limitations in Section 10.4 have been satisfied or do not apply; provided provided, that the failure ------------ -------- of the Indemnified Person to give such notice shall not constitute a waiver relieve the Indemnifying Person of such Indemnified Person’s rights and remedies its obligations under this Lease Article X except to the extent (if any) --------- that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.310.7, to settle or compromise such Third Party Claimclaim, suit, action or ---------- ------------ proceeding; provided, that the Indemnifying Person shall not have the right to -------- assume the defense of any such claim, suit, action or proceeding if at such time, it is reasonably foreseeable that such claim, suit, action or proceeding would result in damages in excess of $7.5 million of the amount which would be indemnifiable by the Indemnifying Person under this Agreement with respect to such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty (20) Business Days after receiving notice thereof, practicable to the Indemnifying Person of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third Party Claim”); provided that the failure of the Indemnified Person to give such which notice shall not constitute a waiver specify in reasonable detail the nature and amount of such Indemnified Person’s rights and remedies under this Lease except to the extent (if any) that claim together with such information as may be necessary for the Indemnifying Person shall to determine that the limitations in Section 9.4 have been prejudiced therebysatisfied or do not apply). The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.39.7, to settle or compromise such Third Party Claimclaim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give a Claim Notice (in the form and substance contemplated by Section 20.1) notice as promptly as is reasonably practicable, but in any event no later than twenty fifteen (2015) Business Days after receiving notice thereof, to the Indemnifying Person Party of the assertion of any claim, or the commencement of any Proceedingsuit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity may be sought under this Lease Agreement (a “Third which notice shall, to the extent such information is reasonably available, specify in reasonable detail the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount of such claim together with such information as may be necessary for the Indemnifying Party Claim”to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided provided, however, that the failure of the Indemnified Person to give such notice so notify shall not constitute a waiver relieve the Indemnifying Party of such Indemnified Person’s rights and remedies under this Lease its obligations hereunder, except to the extent (if any) that the Indemnifying Person shall have been Party is actually and materially prejudiced thereby. The Indemnifying Person Party may, at its own expense, (a) participate in the defense of any such Third Party Claim claim, suit, action or proceeding, and (b) upon written notice to the Indemnified Person, Party at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 20.3, to settle or compromise such Third Party Claimchoice. If the Indemnifying Person Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PersonParty. Whether or not the 45 Indemnifying Person Party chooses to defend or prosecute any such Proceedingclaim, suit, action or proceeding, all of the Parties parties hereto shall cooperate in the defense or prosecution thereof.