Common use of Party Claims Clause in Contracts

Party Claims. Promptly after receipt by a person entitled to indemnity under this Section 0 of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to such Third-Party Claim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person to the extent it is finally determined that such Third-Party Claim is the obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Party Claims. Promptly after receipt by In the event that any Claim for which a person entitled to indemnity under this Section 0 of notice of party (the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying PersonIndemnitee") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to such Third-Party Claim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person to the extent it is finally determined that such Third-Party Claim is the obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this AgreementAgreement is asserted against or sought to be collected from the Indemnitee by a third party the Indemnitee shall promptly notify the other party (the "Indemnitor") of such Claim, specifying the nature thereof, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of applicable provision in this Agreement or any compromise other instrument under which the Claim arises, and the amount or settlement effected without its consent the estimated amount thereof (which may not be unreasonably withheldthe "Claim Notice"). EOF The Indemnitor shall have 30 days (or, if shorter, a period to a date not less than ten days prior to its dissolutionwhen a responsive pleading or other document is required to be filed but in no event less than 10 days from delivery or mailing of the Claim Notice) and Kremer hereby consent (the "Notice Period") to notify the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding Indemnitee (a) whether or not it disputes the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (ib) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person if liability hereunder is not represented disputed, whether or not it desires to defend the Indemnitee. If the Indemnitor elects to defend by its own counselappropriate proceedings, and (ii) the parties agree (each at its own expense) such proceedings shall be promptly settled or prosecuted to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate a final conclusion in such a manner as to preserve in full (avoid any risk of damage to the extent possible) the confidentiality Indemnitee; and all costs and expenses of all confidential information such proceedings and the attorney-client amount of any judgment shall be paid by the Indemnitor. If the Indemnitee desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and work-product privilegesexpense. In connection therewithIf the Indemnitor has disputed the Claim, each Party agrees that: (i) it will use its best effortsas provided above, and shall not defend such Claim, the Indemnitee shall have the right to control the defense or settlement of such Claim, in respect its sole discretion, and shall be reimbursed by the Indemnitor for its reasonable costs and expenses of such defense. Neither Indemnitee nor Indemnitor shall be liable for any settlement of any Third-Party Claim in which it has assumed or participated in without the defense, to avoid production prior written consent of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeother party.

Party Claims. Promptly after receipt With respect to claims for indemnification resulting from or in connection with any Claim or any legal proceeding commenced by a person entitled third party ("Third Party Claim"), the Indemnified Party will give the Claim Notice to indemnity the Indemnifying Party no later than twenty (20) days prior to the time any initial answer or response to the asserted claim is legally required under this Section 0 any applicable court or procedural rule. With respect to Third Party Claims not governed by any applicable court or procedural rule, the Indemnified Party will provide the Claim Notice to the Indemnifying Party within thirty (30) days of receipt of notice of the assertion of a Third-Party Claim against itsuch Claim; provided, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party Claimhowever, provided that the failure to notify the Indemnifying Person Party will not relieve the Indemnifying Person Party of any liability that it may have to any the Indemnified PersonParty, except to the extent that the Indemnifying Person Party demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified PersonParty's failure to give such notice. If an The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party's expense, and at the option of the Indemnifying Party (subject to the limitations set forth below) will be entitled to assume the defense thereof by appointing a recognized and reputable counsel acceptable to the Indemnified Person gives Party to be the lead counsel in connection with such defense; provided that: the Indemnifying Party provides written notice to the Indemnifying Person pursuant Indemnified Party of its intention to Section 0 assume the defense of such Third Party Claims within fifteen (15) days of receipt of the assertion of a Third-Claim Notice; and the Indemnified Party Claim, the Indemnifying Person shall will be entitled to participate in the defense of such Third-Third Party Claim and, and to employ counsel of its choice for such purpose provided that the extent that it wishes fees and expenses of such separate counsel will be borne by the Indemnified Party; and the Indemnifying Party will not be entitled to assume control of such defense (unless (iotherwise agreed to in writing by the Indemnified Party) or will relinquish control of such defense and in either case will pay the Indemnifying Person is also a Person against whom fees and expenses of counsel retained by the Third-Indemnified Party if the Third Party Claim is made an environmental claim or any other claim of which the aggregate amount in controversy is less than $25,000.00; and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) if the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume will control the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-any Third Party Claim, the Indemnifying Person shall not, so long as it diligently conducts Party agrees to vigorously defend such defense, be liable claim and to obtain the prior written consent of the Indemnified Person under this Section 0 for Party (which consent will not be unreasonably withheld) before entering into any fees settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as a result of such settlement, injunctive or other counsel relief will be imposed against the Indemnifying Party (and not the Indemnified Party) or any other expenses such settlement expressly and unconditionally releases the Indemnified Party from all liabilities and obligations with respect to such claim, with prejudice. Notwithstanding the above, with regard to any Third Party Claim for Taxes the Indemnified Party's consent to any settlement may be withheld for any reason, unless the proposed settlement is determined not to have any adverse effect on the tax returns, tax treatments, and tax obligations of the Indemnified Party or its Affiliates; and if the Indemnified Party will control the defense of such Third-Party Claimclaim, in each case subsequently incurred by the Indemnified Person in connection with Party agrees to vigorously defend such claim and to obtain the defense prior written consent of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies (which consent will not be unreasonably withheld) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as a result of such settlement, injunctive or equitable relief will be imposed against the Indemnified Party that it disputes (and not the Indemnifying Party) or may dispute its indemnification obligation if such settlement expressly and unconditionally releases the Indemnifying Party from all liabilities and obligations with respect to such Third-Party Claimclaim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person to the extent it is finally determined that such Third-Party Claim is the obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeprejudice.

Party Claims. Promptly after receipt by a person If any party entitled to indemnity under this Section 0 of be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of a Third-Party Claim against itany claim in respect of Losses, such Indemnified Person Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will shall not relieve the Indemnifying Person Party of any liability that it may have to any Indemnified Personliability, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified PersonParty's failure to give such noticeprovide timely notice hereunder. If an 50 In the event any Indemnifying Party notifies the Indemnified Person gives Party within ten (10) Business Days after the Indemnified Party has given notice to of the matter that the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in is assuming the defense of such Third-Party Claim and, to the extent that it wishes (unless thereof: (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and will defend the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) Party against the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person matter with counsel of its financial capacity to defend such Third-Party Claim choice (and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel at its expense) reasonably satisfactory to the Indemnified Person. After notice from Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Person Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Person of its election to assume Party reasonably concludes that the defense of such Third-Party Claim, counsel the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the Indemnified Person under this Section 0 for entry of any fees of other counsel judgment or enter into any other expenses settlement with respect to the matter without the written consent of the Indemnifying Party which consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of such Third-any claim, the Indemnifying Party Claim, in each case subsequently incurred by shall advance to the Indemnified Person Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such Third-action or proceeding. Each Indemnified Party Claimshall agree in writing prior to any such advance that, other than reasonable costs of investigation. If in the Indemnifying Person assumes the defense of a Third-event it receives any such advance, such Indemnified Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless shall reimburse the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to for such Third-Party Claimfees, costs and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person expenses to the extent that it is finally shall be determined that such Third-Party Claim is the obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which it would be was not entitled to indemnification under this Agreement, Article IX. In the Indemnified Person may, by notice to event that the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in undertakes the defense of any Third-claim, the Indemnifying Party Claim shall, to will keep the extent possible, be made so Indemnified Party advised as to preserve any applicable attorney-client all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or work-product privilegeserved in connection therewith.

Party Claims. Promptly after receipt by a person entitled to indemnity under this Section 0 of notice The Indemnified Party shall promptly notify the ------------------ Indemnifying Parties of the assertion existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a Third-reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the -------- Indemnified Party Claim against itshall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section Party, and (an "Indemnifying Person"iii) of the assertion of such Third-Party Claim, provided that the failure to so notify the Indemnifying Person will Parties shall not relieve the Indemnifying Person of Parties from any liability liabilities that it they may have to any Indemnified Personhereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Person demonstrates that Parties materially prejudices the defense rights of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigationParties. If the Indemnifying Person assumes the defense of Parties shall, within a Third-Party Claimreasonable time after such notice, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject fail to indemnification unless the Indemnifying Party notifies defend, the Indemnified Party that it disputes or may dispute its indemnification obligation with respect shall have the right, but not the obligation, to such Third-Party Claimundertake the defense of, and (ii) no 49 to compromise or settlement of such Third-Party Claims may be effected by settle the Indemnifying Person without claim or other matter on behalf, for the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of account and at the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; risk and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person to the extent it is finally determined that such Third-Party Claim is the obligation expense of the Indemnifying PersonParties. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the The Indemnifying Person, assume the exclusive right to defend, Parties shall not compromise or settle such Third-Party Claim, but the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which Parties may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the worldreasonably request; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the Indemnified Person and associated expenses shall be -------- paid by the Indemnifying Person, Parties as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeincurred.