Common use of Notification of and Participation in Claims Clause in Contracts

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtsought (the "Indemnifying Party"). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the "Party to be indemnified Indemnified") has received notification of such claim, but failure to notify the indemnifying party Indemnifying Party shall in no event prejudice the right rights of the party Party to be indemnified Indemnified under this Agreement, unless the indemnifying party Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Sellers on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") Indemnified shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding proceedings shall be instituted or any claim or demand is be asserted by any third party in respect of which Seller/Parent or Shareholders on the one hand, or Purchaser Xxxxxx on the other hand, may have an obligation to indemnify the otherother(s), the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is may be sought (the "Indemnifying Party") written notice thereof (including the facts constituting the basis therefor) and the Indemnifying Party such party shall have the right, at its option and expense, to participate in be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party party asserting such right to be Indemnifiedindemnity, unless the Indemnifying Party party from whom indemnity is sought irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party party asserting such right to be Indemnifiedindemnity, in which case such Indemnifying Party party may assume such control through counsel of its choice choice, and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join other parties may participate in such defense, negotiation or settlement at their cost and expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand; provided, however, if the indemnifying party has assumed the defense of such a third party claim, the indemnifying party shall not, without the written consent of the indemnified party, enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any expense, obligation or restriction upon the indemnified party, includes any obligations on the part of the indemnified party to take any future actions, or requires the indemnified party to admit or acknowledge to any fact or event, including any violation of law.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given to the party from whom indemnity is soughtCSA Stockholders or Travelbyus, as the case may be. Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claimdetermination by Travelbyus or the CSA Stockholders, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreementas applicable, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one handCSA Stockholders or Travelbyus, or Purchaser on the other handas applicable, may have an obligation to indemnify Travelbyus or the otherCSA Stockholders, as the party asserting such right to indemnity (case may be, Travelbyus or the "Party to be Indemnified") CSA Stockholders, as the case may be, shall give or cause to be given to the party from whom indemnity is sought (CSA Stockholders or Travelbyus, as the "Indemnifying Party") case may be, written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the Party to be IndemnifiedCSA Stockholders, as the case may be, unless the Indemnifying Party CSA Stockholders or Travelbyus, as the case may be, irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of Travelbyus or the Party to be IndemnifiedCSA Stockholders, as the case may be, in which case such Indemnifying Party the CSA Stockholders or Travelbyus, as the case may be, may assume such control through counsel of its choice and at its expense. In provided however that no settlement shall be entered into without Travelbyus' written consent or the event CSA Stockholders' written consent, as the Indemnifying Party assumes control of the defensecase may be, the Indemnifying Party which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co- operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall Claim will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR ) from whom indemnity is sought. Such notice shall be sent within ten a reasonable time following the determination by a party (10the CLAIMANT ) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a Claim for indemnity exists. In the event that any legal proceeding proceedings shall be instituted or any claim Claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, Indemnitor may have an obligation to indemnify the otherClaimant, the party asserting such right to indemnity (the "Party to be Indemnified") Claimant shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Indemnitor written notice thereof and the Indemnifying Party Indemnitor shall have the right, at its option and expense, to participate in be present at the defense of such proceedingproceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be IndemnifiedClaimant, unless the Indemnifying Party Indemnitor irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be IndemnifiedClaimant, in which case such Indemnifying Party the Indemnitor may assume such control through counsel of its choice and at its expense. In choice, provided however, that no settlement shall be entered into without the event the Indemnifying Party assumes control of the defense, the Indemnifying Party Claimant's written consent (which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld). The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtSellers or Travelbyus, as the case may be. Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claimdetermination by Travelbyus or the Sellers, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreementas applicable, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one handSellers or Travelbyus, or Purchaser on the other handas applicable, may have an obligation to indemnify Travelbyus or the otherSellers, as the party asserting such right to indemnity (case may be, Travelbyus or the "Party to be Indemnified") Sellers, as the case may be, shall give or cause to be given to the party from whom indemnity is sought (Sellers or Travelbyus, as the "Indemnifying Party") case may be, written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the Party to be IndemnifiedSellers, as the case may be, unless the Indemnifying Party Sellers or Travelbyus, as the case may be, irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of Travelbyus or the Party to be IndemnifiedSellers, as the case may be, in which case such Indemnifying Party the Sellers or Travelbyus, as the case may be, may assume such control through counsel of its their respective choice and at its expense. In provided however that no settlement shall be entered into without Travelbyus' written consent or the event Sellers' written consent, as the Indemnifying Party assumes control of the defensecase may be, the Indemnifying Party which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which SellerSeller No. 1/Shareholders Seller No.2 and Shareholder on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the thereof. The Indemnifying Party shall have the rightmay elect, at its option and expense, to participate in the defense within thirty (30) days after receipt of such proceedingnotice, or five (5) days before the return date required by any citation, claim or demandother statute, but not whichever occurs earlier, to control contest or defend against such claim at the defenseIndemnifying Party's expense, negotiation or settlement thereof, which control and shall at all times rest give written notice to the Party to be Indemnified of the commencement of such defense with reasonable promptness after giving of the written notice of the claim by the Party to be Indemnified, unless . The Party to be Indemnified shall be entitled to participate with the Indemnifying Party irrevocably acknowledges in writing full such event (at the cost and complete responsibility for and agrees to provide indemnification expense of the Party to be Indemnified) but shall not be entitled in any way to release, in which case waive, settle, modify, or pay such claim without the consent of the Indemnifying Party may assume if the Indemnifying Party has assumed such control through counsel defense. In the event that the Party to be Indemnified determines to settle any such claim without such prior consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Section 11 with respect to such claim. In the event that the Indemnifying Party does not elect to contest, defend, settle or pay the claim as provided above, the Party to be Indemnified shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its choice sole discretion and at pursue its expenserights under this Agreement. In the event the Indemnifying Party assumes control of shall assume the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified shall cooperate in the event defense of such action and the Party records of each shall be available to be Indemnified decides the other with respect to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Members on the one hand, or Purchaser Xx. 0 xxx/xx Xxxxxxxxx Xx. 0, as applicable, on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given to the party from whom indemnity is soughtVendors or the Purchaser, as the case may be. Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claimdetermination by the Purchaser or the Vendors, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreementas applicable, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one handVendors or the Purchaser, or Purchaser on the other handas applicable, may have an obligation to indemnify the otherPurchaser, or the Vendors, as the case may be, the party asserting such right to indemnity (Purchaser or the "Party to be Indemnified") Vendors, as the case may be, shall give or cause to be given to the party from whom indemnity is sought (Vendors or the "Indemnifying Party") Purchaser, as the case may be, written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with the Party to be IndemnifiedPurchaser or the Vendors, as the case may be, unless the Indemnifying Party Vendors or the Purchaser, as the case may be, irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be IndemnifiedPurchaser or the Vendors, as the case may be, in which case such Indemnifying Party the Vendors or the Purchaser, as the case may be, may assume such control through counsel of its choice and at its expense. In provided however that no settlement shall be entered into without the event Purchaser's written consent or the Indemnifying Party assumes control of Vendor's written consent, as the defensecase may be, the Indemnifying Party which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtsought (the "Indemnifying Party"). Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party Indemnifying Party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of to which Seller/Shareholders Shareholder on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event a third party asserts a claim due to a repeat service call, the Indemnifying Party shall have the option of responding to such claim prior to the Party to Indemnified responding to such claim. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given to the party (the “Indemnitor”) from whom indemnity is sought. Such notice shall be sent within ten a reasonable time following the determination by a party (10the “Claimant”) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, Indemnitor may have an obligation to indemnify the otherClaimant, the party asserting such right to indemnity (the "Party to be Indemnified") Claimant shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Indemnitor written notice thereof and the Indemnifying Party such party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with the Party to be IndemnifiedClaimant, unless the Indemnifying Party Indemnitor irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of Claimant and, in the Party case of Taxes, makes any payment required under applicable Tax legislation to be Indemnifieddispute such Taxes, in which case such Indemnifying Party the Indemnitor may assume such control through counsel of its choice and at its expense. In choice, provided, however, that no settlement shall be entered into without the event the Indemnifying Party assumes control of the defense, the Indemnifying Party Claimant’s written consent (which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld). The parties hereto agree to cooperate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/CSI Shareholders on the one hand, or Purchaser Subsidiary or Xxxxxxx, as applicable, on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the E -125 Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which SellerSellers/Shareholders Shareholders/Members on the one hand, or Purchaser on the other No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten twenty (1020) days after the party to be party-to-be-indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be party-to-be-indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third The indemnifying party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the rightright to a reasonable opportunity to defend the same at the indemnifying party's own expense and with counsel mutually acceptable to the indemnifying party and the party-to-be-indemnified, provided that the party-to-be-indemnified shall at its option and expense, all times also have the right to fully participate in the defense of such legal proceeding, claim or demand at the party-to-be-indemnified's expense. The indemnifying party shall at all times have the right to compromise or settle the legal proceeding, claim or demand to the extent such compromise or settlement involves monetary damages, and in such case the party entitled to indemnification shall agree with and consent to any such settlement or compromise, provided that the indemnifying party is responsible for all resulting settlement or compromise amounts. In no event, however, shall Seller be entitled to enter into a settlement or compromise of any such legal proceeding or claim which would result in a limitation on the continuation or operation of the Seller's MCO Business. If the indemnifying party shall, within twenty (20) days after receipt of notice of such claim, fail to undertake to compromise or defend any such asserted liability, the party-to-be-indemnified shall have the right, but not the obligation, to undertake the defense of, and to compromise and settle, the legal proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. In any event, the party entitled to indemnification shall have the right to participate in the defense of any such asserted liability.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Member on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other No. 1 and/or Purchaser Xx. 0, xx xxxxxxxxxx, xx xxx xxxer hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall Claim will arise until ------------------------------------------- notice thereof is given to the party (the Indemnitor ) from whom indemnity is sought. Such notice shall be sent within ten a reasonable time following the determination by a party (10the Claimant ) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a Claim for indemnity exists. In the event that any legal proceeding proceedings shall be instituted or any claim Claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, Indemnitor may have an obligation to indemnify the otherClaimant, the party asserting such right to indemnity (the "Party to be Indemnified") Claimant shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Indemnitor written notice thereof and the Indemnifying Party Indemnitor shall have the right, at its option and expense, to participate in be present at the defense of such proceedingproceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be IndemnifiedClaimant, unless the Indemnifying Party Indemnitor irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be IndemnifiedClaimant, in which case such Indemnifying Party the Indemnitor may assume such control through counsel of its choice and at its expense. In choice, provided however, that no settlement shall be entered into without the event the Indemnifying Party assumes control of the defense, the Indemnifying Party Claimant's written consent (which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld). The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given to T24 or Travelbyus , as the party from whom indemnity is soughtcase may be. Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claimdetermination by Travelbyus or T24, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreementas applicable, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one handT24 or Travelbyus , or Purchaser on the other handas applicable, may have an obligation to indemnify Travelbyus , or T24, as the othercase may be, Travelbyus or T24, as the party asserting such right to indemnity (the "Party to be Indemnified") case may be, shall give or cause to be given to T24 or Travelbyus , as the party from whom indemnity is sought (the "Indemnifying Party") case may be, written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or T24, as the Party to be Indemnifiedcase may be, unless T24 or Travelbyus , as the Indemnifying Party case may be, irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of Travelbyus or T24, as the Party to be Indemnifiedcase may be, in which case such Indemnifying Party T24 or Travelbyus , as the case may be, may assume such control through counsel of its choice and at its expense. In provided however that no settlement shall be entered into without Travelbyus 's written consent or the event Vendor's written consent, as the Indemnifying Party assumes control of the defensecase may be, the Indemnifying Party which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demanddemand by reason of a breach of the provisions of section 11.2.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten twenty (1020) days after the party to be party-to-be-indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be party-to-be-indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third The indemnifying party in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the rightright to a reasonable opportunity to defend the same at the indemnifying party's own expense and with counsel mutually acceptable to the indemnifying party and the party-to-be-indemnified, provided that the party-to-be-indemnified shall at its option and expense, all times also have the right to fully participate in the defense of such legal proceeding, claim or demand at the party-to-be-indemnified's expense. The indemnifying party shall at all times have the right to compromise or settle the legal proceeding, claim or demand to the extent such compromise or settlement involves monetary damages, and in such case the party entitled to indemnification shall agree with and consent to any such settlement or compromise, provided that the indemnifying party is responsible for all resulting settlement or compromise amounts. In no event, however, shall Seller be entitled to enter into a settlement or compromise of any such legal proceeding or claim which would result in a limitation on the continuation or operation of the Business. If the indemnifying party shall, within twenty (20) days after receipt of notice of such claim, fail to undertake to compromise or defend any such asserted liability, the party-to-be-indemnified shall have the right, but not the obligation, to undertake the defense of, and to compromise and settle, the legal proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. In any event, the party entitled to indemnification shall have the right to participate in the defense of any such asserted liability.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders on the one hand, or Purchaser Xx. 0 xxx/xx Xxxxxxxxx Xx. 0, as applicable, on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtsought (the _Indemnifying Party_). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the _Party to be indemnified Indemnified_) has received notification of such claim, but failure to notify the indemnifying party Indemnifying Party shall in no event prejudice the right rights of the party Party to be indemnified Indemnified under this Agreement, unless the indemnifying party Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Sellers on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") Indemnified shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Seller and Shareholders on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the thereof. The Indemnifying Party shall have the rightmay elect, at its option and expense, to participate in the defense within thirty (30) days after receipt of such proceedingnotice, or five (5) days before the return date required by any citation, claim or demandother statute, but not whichever occurs earlier, to control contest or defend against such claim at the defenseIndemnifying Party's expense, negotiation or settlement thereof, which control and shall at all times rest give written notice to the Party to be Indemnified of the commencement of such defense with reasonable promptness after giving of the written notice of the claim by the Party to be Indemnified, unless . The Party to be Indemnified shall be entitled to participate with the Indemnifying Party irrevocably acknowledges in writing full such event (at the cost and complete responsibility for and agrees to provide indemnification expense of the Party to be Indemnified) but shall not be entitled in any way to release, in which case waive, settle, modify, or pay such claim without the consent of the Indemnifying Party may assume if the Indemnifying Party has assumed such control through counsel defense. In the event that the Party to be Indemnified determines to settle any such claim without such prior consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Section 12 with respect to such claim. In the event that the Indemnifying Party does not elect to contest, defend, settle or pay the claim as provided above, the Party to be Indemnified shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its choice sole discretion and at pursue its expenserights under this Agreement. In the event the Indemnifying Party assumes control of shall assume the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified shall cooperate in the event defense of such action and the Party records of each shall be available to be Indemnified decides the other with respect to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Shareholder on the one hand, or Purchaser No. 1 and/or Purchaser No. 2, as applicable, on the other handxxxx, may have an obligation xxx xxxx xx xxxxxxxxxx to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall will arise until notice thereof is given by the party seeking indemnification (the "Indemnified Party") to the party from whom indemnity is soughtVendors or the Purchaser, as the case may be (the "Indemnifying Party"). Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claim, but failure to notify determination by the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudiceIndemnified Party that a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one hand, or Purchaser on the other hand, Indemnifying Party may have an obligation to indemnify the otherindemnify, the party asserting such right to indemnity (the "Indemnified Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Party written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with the Party to be IndemnifiedIndemnified Party, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be IndemnifiedIndemnified Party, in which case such the Indemnifying Party may assume such control through counsel of its choice and at its expense. In provided however that no settlement shall be entered into without the event the Indemnifying Party assumes control written consent of the defenseIndemnified Party, the Indemnifying Party which consent shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtSeller or Travelbyus, as the case may be. Such notice shall be sent within ten (10) days after a reasonable time following the party to be indemnified has received notification of such claimdetermination by Travelbyus or the Seller, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreementas applicable, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudicethat a claim for indemnity exists. In the event that If any legal proceeding proceedings shall be instituted or any claim or demand is asserted by any third party Person in respect of which Seller/Shareholders on the one handSeller or Travelbyus, or Purchaser on the other handas applicable, may have an obligation to indemnify Travelbyus or the otherSeller, as the party asserting such right to indemnity (case may be, Travelbyus or the "Party to be Indemnified") Seller, as the case may be, shall give or cause to be given to the party from whom indemnity is sought (Seller or Travelbyus, as the "Indemnifying Party") case may be, written notice thereof and the Indemnifying such Party shall have the right, at its option and expense, to participate in be present at the defense defence of such proceedingproceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the Party to be IndemnifiedSeller, as the case may be, unless the Indemnifying Party Seller or Travelbyus, as the case may be, irrevocably acknowledges in writing acknowledge full and complete responsibility for and agrees to provide indemnification of Travelbyus or the Party to be IndemnifiedSeller, as the case may be, in which case such Indemnifying Party the Seller or Travelbyus, as the case may be, may assume such control through counsel of its their respective choice and at its expense. In provided however that no settlement shall be entered into without Travelbyus' written consent or the event Seller's written consent, as the Indemnifying Party assumes control of the defensecase may be, the Indemnifying Party which shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defenseunreasonably withheld. The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is soughtsought (the "Indemnifying Party"). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the "Party to be indemnified Indemnified") has received notification of such claim, but failure to notify the indemnifying party Indemnifying Party shall in no event prejudice the right rights of the party Party to be indemnified Indemnified under this Agreement, unless the indemnifying party Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Seller/Shareholders Seller No. 1 and/or Seller No. 2 on the one hand, or Purchaser on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") Indemnified shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand.