Common use of Procedure for Indemnification of Third Party Claims Clause in Contracts

Procedure for Indemnification of Third Party Claims. After a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making a claim with respect thereto against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in any matter through counsel of its own choosing. Such separate representation shall be at the cost and expense of the Indemnified Party as long as the Indemnifying Party is pursuing the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefrom.

Procedure for Indemnification of Third Party Claims. After a (a) If any indemnified party hereto (hereinafter the "Indemnified Party") has received receives notice of the assertion or has knowledge commencement of any action, suit, claim or other legal proceeding made or brought by a person any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing ("Third Person"a “Third-Party Claim”) or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making a claim against such indemnified party with respect thereto against any to which the indemnifying party is obligated to provide indemnification pursuant to under this Agreement (hereinafter Agreement, the "Indemnifying Party"), indemnified party shall give the Indemnifying Party indemnifying party prompt written notice of such claim or the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give such prompt written notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; providednot, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the Indemnifying indemnifying party forfeits rights or defenses by reason of such failure. Such notice by the indemnified party shall describe the Third-Party will not consent to Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent estimated amount, if reasonably practicable, of the Indemnified PartyLoss that has been or may be sustained by the indemnified party. Notwithstanding the foregoing, the Indemnified Party The indemnifying party shall have the right to participate in, or by giving written notice to the indemnified party, to assume the defense of any Third-Party Claim at the indemnifying party’s expense and by the indemnifying party’s own counsel, and the indemnified party shall cooperate in good faith in such defense. In the event that the indemnifying party assumes the defense of any matter through Third-Party Claim, subject to Section 11.4(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the indemnified party. The indemnified party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof. If the indemnifying party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the indemnified party in writing of its own choosingelection to defend as provided in this Agreement, the indemnified party may, subject to Section 11.4(b), compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Such separate representation The Seller and the Buyer shall be at cooperate with each other in all reasonable respects in connection with the cost defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnified Party non-defending party as long as may be reasonably necessary for the Indemnifying Party is pursuing preparation of the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Third-Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefromClaim.

Procedure for Indemnification of Third Party Claims. After In the event any of the GRE Indemnified Parties or the MP Indemnified Parties intend to seek indemnification pursuant to the provisions of Sections 7.01 or 7.02 hereof as a party hereto result of the claim of a Third Party (hereinafter the "Indemnified PartyINDEMNIFIED PARTY") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person), the Indemnified Party shallshall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") after obtaining written notice of any service of a summons or notice of a Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Sections 7.01 or 7.02 hereof, and the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such Proceeding; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. If the Indemnifying Party assumes the defense of such Proceeding referenced in the Indemnified Party's notice, the obligations of the Indemnifying Party hereunder as to such Proceeding shall include taking all steps necessary in the defense or settlement of such Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with making a claim with respect thereto against or incident to any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give settlement approved by the Indemnifying Party written notice of or any judgment entered in connection with such claim or Proceeding, except where, and only to the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give notice pursuant to this Section to extent that, the Indemnifying Party shall not relieve has been prejudiced by the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; provided, however, that the Indemnifying Party will not consent to the entry of any judgment actions or enter into any settlement with respect to the third party claim without the prior written consent omissions of the Indemnified Party. Notwithstanding the foregoing, the Indemnified assumption of the defense of any Proceeding by the Indemnifying Party shall have the right not constitute an admission of responsibility to participate indemnify or in any matter through counsel manner impair or restrict the Indemnifying Party's rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to such Proceeding was not required. The Indemnifying Party shall not, in the defense of its own choosing. Such separate representation shall be at such Proceeding, consent to entry of any judgment (other than a judgment of dismissal on the cost and expense merits without costs) except with the written consent of the Indemnified Party as long as (which consent shall not be unreasonably withheld, delayed or conditioned) or enter into any settlement (except with the Indemnifying written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of applicable law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party, (ii) the sole relief provided is monetary damages, and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party is pursuing the defense of a release from all liability in respect to such matter diligently, reasonably and in good faithclaim or litigation. If the Indemnifying Party within fifteen assumes the defense of such Proceeding referenced in the Indemnified Party's notice, the Indemnified Party shall be entitled to participate in the defense of the claim. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (15i) days fails to acknowledge the employment of such counsel shall have been authorized in writing by the Indemnifying Party, or (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party its obligation may employ separate counsel at the expense of the Indemnifying Party to defend represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any such matter one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faithof any such Proceeding by a Third Party after receipt of notice from the Indemnified Party, the Indemnified Party may undertake defend against such defense through counsel Proceeding in such manner as it reasonably deems appropriate. The Indemnified Party may not settle such claim or litigation without the written consent of its choice and at the Indemnifying Party's expense, which consent shall not be unreasonably withheld. Notwithstanding Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the foregoinginvestigation, if a claim relates negotiation, settlement, trial and/or defense of any Proceedings (and any appeal arising therefrom). The parties shall cooperate with each other in any notifications to and information requests of any environmental conditioninsurers. No individual representative of any party, or their respective affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefromsaid individual representative.

Procedure for Indemnification of Third Party Claims. After a (a) If any indemnified party hereto (hereinafter the "Indemnified Party") has received receives notice of the assertion or has knowledge commencement of any action, suit, claim or other legal proceeding made or brought by a person any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third PersonThird-Party Claim") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making a claim against such indemnified party with respect thereto against any to which the indemnifying party is obligated to provide indemnification pursuant to under this Agreement (hereinafter Agreement, the "Indemnifying Party"), indemnified party shall give the Indemnifying Party indemnifying party prompt written notice of such claim or the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give such prompt written notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; providednot, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the Indemnifying indemnifying party forfeits rights or defenses by reason of such failure. Such notice by the indemnified party shall describe the Third-Party will not consent to Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent estimated amount, if reasonably practicable, of the Indemnified PartyLoss that has been or may be sustained by the indemnified party. Notwithstanding the foregoing, the Indemnified Party The indemnifying party shall have the right to participate in, or by giving written notice to the indemnified party, to assume the defense of any Third-Party Claim at the indemnifying party's expense and by the indemnifying party's own counsel, and the indemnified party shall cooperate in good faith in such defense. In the event that the indemnifying party assumes the defense of any matter through Third-Party Claim, subject to Section 11.4(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the indemnified party. The indemnified party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the indemnifying party's right to control the defense thereof. If the indemnifying party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the indemnified party in writing of its own choosingelection to defend as provided in this Agreement, the indemnified party may, subject to Section 11.4(b), compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Such separate representation The Seller and the Buyer shall be at cooperate with each other in all reasonable respects in connection with the cost defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnified Party non-defending party as long as may be reasonably necessary for the Indemnifying Party is pursuing preparation of the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Third-Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefromClaim.

Procedure for Indemnification of Third Party Claims. After Promptly after a party hereto (hereinafter the "Indemnified PartyINDEMNIFIED PARTY") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third PersonTHIRD PERSON") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying PartyINDEMNIFYING PARTY"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding (the "NoticeNOTICE"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall may defend and settle, at its own expense and by its own counsel, each such matter; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party if such judgment or settlement requires the Indemnified Party to take, or refrain from taking, any actions other than the payment of monetary damages to be paid by the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in any matter through counsel of its own choosing. Such separate representation shall be at the cost and expense of the Indemnified Party as long as the Indemnifying Party is pursuing the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefrom.

Procedure for Indemnification of Third Party Claims. After a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making a claim with respect thereto against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in any matter through counsel of its own choosing. Such separate representation shall be at the cost and expense of the Indemnified Party as long as the Indemnifying Party is pursuing the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller Sellers and Shareholders Stockholder shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by SellerSellers, and Shareholders Stockholder or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefrom.

Procedure for Indemnification of Third Party Claims. After If there is asserted by a third party any claim, liability or obligation (a "Claim") that in the judgment of a party hereto indemnified pursuant to Sections 8.1 or 8.2 above (hereinafter the "Indemnified Party") has received notice of may give rise to any Indemnified Losses (including Indemnified Losses for which Seller may not be responsible pursuant to Section 8.5 hereof), or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, if the Indemnified Party shalldetermines the existence of a Claim, in connection with making a claim with respect thereto against any party obligated to provide indemnification pursuant to this Agreement (hereinafter whether or not the "Indemnifying Party")same shall have been asserted, such Indemnified Party shall give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding party from whom indemnity is sought (the "NoticeIndemnitor"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate ) notice within 30 days of the amount thereof. The assertion of any Claim, or within 10 days of receipt of notice of the filing and service upon the Indemnified Party of any lawsuit based upon such assertion, or, with respect to a Claim not yet asserted against the Indemnified Party's failure , promptly upon the determination by an executive officer of the Indemnified Party of the existence of the same, which notice shall describe the Claim in reasonable detail, and shall include the amount (estimated if necessary) of the related Indemnified Loss. Failure by the Indemnified Party to give timely notice pursuant to this Section to the Indemnifying Party 8.4 shall not relieve the Indemnifying Indemnitor of its obligations, except to the extent that the Indemnitor is actually and materially prejudiced by such failure to give timely notice. The Indemnified Party shall permit the Indemnitor to assume the defense of such Claim and any litigation resulting therefrom (and to prosecute by way of counterclaim or third party complaint any claim against such third party arising out of or relating to the Claim in question) upon receipt by the Indemnified Party of any liability the Indemnifying Party may have Indemnitor's written acknowledgment of its obligation to indemnify the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement this Agreement with respect to the third party claim Claim and its agreement to assume the defense of all claims or counts of such Claim. After giving such notice of assumption, the Indemnitor shall not be liable under this Agreement for any legal or other expenses subsequently incurred by the Indemnified Party in connection with such defense but the Indemnitor shall be responsible for all such expenses incurred by the Indemnified Party in connection with the Claim prior to such assumption. Notwithstanding the foregoing, any Indemnified Party shall be entitled to conduct its own defense at the cost and expense of the Indemnitor if the Indemnified Party can establish, by reasonable evidence, that the conduct of its defense by the Indemnitor would reasonably be likely to prejudice the Indemnified Party due to the nature of any claims or counterclaims presented or by virtue of a conflict between the interest of the Indemnified Party and the Indemnitor, and provided further that in any event the Indemnified Party may participate in such defense at its own expense. Counsel selected by the Indemnitor or by the Indemnified Party to defend any Claim shall be subject to the reasonable approval of the other party. If the Indemnitor fails to assume the defense of any such Claim as provided above within a reasonable time (which shall be such period of time as will not, in the judgment of the Indemnified Party, result in prejudice to the rights of the Indemnified Party) after due notice has been given of a Claim, then until such time as the Indemnitor shall make such assumption, the Indemnified Party shall have the right to prosecute and conduct its own defense by counsel of its choice, and in connection therewith shall have full right to conduct the defense thereof and to enter into any compromise or settlement thereof without the consent of the Indemnitor. Such defense shall be at the cost and expense of the Indemnitor if the Indemnitor subsequently assumes such defense as provided above, or if it is subsequently determined that the Indemnitor is or was obligated to defend or indemnify the Indemnified Party with respect to such Claim. The Indemnitor shall not, without the prior written consent of the Indemnified Party, consent to the terms of any compromise or settlement of any Claim or litigation defended by the Indemnitor in accordance herewith (other than terms related solely to the payment of money damages and only after the Indemnitor has furnished the Indemnified Party with such evidence as the Indemnified Party may reasonably request of the Indemnitor's capacity to pay promptly the amount of such money damages at such times as provided in the compromise or settlement) which consent will not be unreasonably withheld or delayed in circumstances where compromise or settlement would not adversely affect the Indemnified Party. Notwithstanding The Indemnitor shall not, except with the foregoingprior written consent of the Indemnified Party, consent to entry of any judgment or enter into any compromise or settlement of an action or portion of an action relating to the Indemnified Party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release in respect of such Claim or litigation. If the Indemnitor chooses to defend any Claim, the Indemnified Party shall have cooperate with the right Indemnitor and make available to participate in the Indemnitor any matter through counsel of personnel or any books, records or other documents within its own choosingcontrol that are necessary or appropriate for such defense. Such separate representation The Indemnitor shall be at the cost and expense of pay the Indemnified Party as long as the Indemnifying Party is pursuing the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief actual out-of-pocket expenses incurred in connection with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of its own choosing. Seller and Shareholders shall reimburse Buyer for such defense by Buyer for all losses, damages and liabilities, including but not limited to, fees of attorneys, consultants or other third parties engaged by Seller, and Shareholders or Buyer in respect of any such claim or proceeding or litigation or settlements resulting therefromcooperation.