Common use of Procedures for Claims Clause in Contracts

Procedures for Claims. In the case of any claim for indemnification arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Claims. If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10, provided that if the Indemnified Party is a Seller Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Seller Representative, and provided further that if the Indemnified Party is a Buyer Indemnified Party, such Claim Notice shall be valid if it is delivered to the Seller Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of any claim for indemnification arising from a Claim involving the assertion of a claim of by a third partyparty (whether pursuant to a lawsuit, an Indemnified other legal action or otherwise, a "Third-Party shall give prompt written noticeClaim"), in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to if the Indemnifying Party of any claim or demand which such shall acknowledge in writing to the Indemnified Party has knowledge and as to which it may request indemnification hereunder. The that the Indemnifying Party shall have be obligated to indemnify the right Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to defend and to direct take control of the defense against any and investigation of such claim Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or demandproceedings promptly taken or instituted and diligently pursued, in including, without limitation, to employ and engage attorneys of its name own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or in settle such claim, which compromise or settlement shall be made only with the name written consent of the Indemnified Party, as such consent not to be unreasonably withheld. In the case may be, at the expense of the Indemnifying Party, and with counsel selected by event the Indemnifying Party unless (i) elects to assume control of the defense and investigation of such claim or demand seeks an order, injunction lawsuit or other equitable relief against the Indemnified Partylegal action in accordance with this Section 10.2, or (ii) the Indemnified Party shall have reasonably concluded may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim, provided that (x) there is if the named persons to a conflict of interest between 39 lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has been advised by counsel that there may be one or more legal defenses not available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shallshall be entitled, at the expense of the Indemnifying Party's cost, cooperate with the Indemnifying Partyrisk and expense, and keep to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel fails to assume the defense of such claim or demandThird-Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice, the reasonable fees Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and disbursements expense, the defense, compromise and settlement of such counsel shall be at Third-Party Claim on behalf of and for the expense account of the Indemnifying Party. The Indemnifying ; provided that such Third-Party Claim shall have no indemnification obligations with respect to any such claim not be compromised or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or delayedsettlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

Procedures for Claims. In (a) A Claiming Party shall give written notification to the Responsible Party of the commencement of any Third Party Action. Such notification shall be given within twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Claiming Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Claiming Party in so notifying the Responsible Party shall impair the Buyer’s claim against the Escrow Amount, in the case of a claim under Section 6.1 or relieve the Buyer of any liability or obligation, in the case of a claim for indemnification under Section 6.2, except to the extent of any damage or liability caused by or arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt out of such claim or demandfailure. Within twenty (20) days after delivery of such notification, the Responsible Party may, upon written notice thereof to the Indemnifying Party Claiming Party, assume control of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any of such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and Third Party Action with counsel selected by reasonably satisfactory to the Indemnifying Party unless Claiming Party; provided that (i) the Responsible Party may only assume control of such claim or demand seeks an orderdefense if (A) it acknowledges in writing to the Claiming Party that any damages, injunction fines, costs or other liabilities that may be assessed against the Claiming Party in connection with such Third Party Action constitute Damages for which the Claiming Party shall be entitled to recover from the Escrow Amount, in the case of a claim under Section 6.1, or to be indemnified in the case of a claim for indemnification under Section 6.2, pursuant to this Article VI and (B) in the case of a claim under Section 6.1, the ad damnum is less than or equal to the remaining Escrow Amount and (ii) the Responsible Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Claiming Party. If the Responsible Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Claiming Party shall control such defense. The Non-Controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-Controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Claiming Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Claiming Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnified Responsible Party shall have assumes control of such defense and the Claiming Party reasonably concluded concludes that (x) there is a conflict of interest between the Indemnified Responsible Party and the Indemnifying Claiming Party in the conduct of the defense of have conflicting interests or different defenses available with respect to such claim or demand or (y) the Indemnified Third Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandAction. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Responsible Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect agree to any such claim settlement of, or demand which shall be settled by the Indemnified entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnifying Claiming Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided that the consent of the Claiming Party shall not be required if the Responsible Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Claiming Party from further liability and has no other adverse effect on the Claiming Party. The Claiming Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Responsible Party, which shall not be unreasonably withheld, conditioned or delayed.

Procedures for Claims. In (i) If Buyer, on the case one hand, or any Seller, on the other hand (in either case, the “Indemnified Party”), has a claim or receives actual notice of any claim for claim, or the commencement of any proceeding that could give rise to an obligation on the part of Sellers, on the one hand, or Buyer, on the other hand, to provide indemnification arising from a claim of a third party(the “Indemnifying Party”) pursuant to this Section 10, an the Indemnified Party shall promptly give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party of notice thereof in writing, provided, however, that the failure to give such prompt notice shall not prevent any claim or demand which such Indemnified Party has knowledge and as from being indemnified hereunder for any Adverse Consequences, except to which it may request indemnification hereunder. The Indemnifying Party shall have the right extent that the failure to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of so promptly notify the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of actually damages the Indemnifying Party. The Indemnifying Party shall will have no indemnification obligations with respect to forty-five (45) days from receipt of any such notice to give written notice of dispute of the claim or demand which to the Indemnifying Party. Failure of the Indemnifying Party to notify the Indemnified Party within forty-five (45) days from the receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party shall be settled deemed a liability of the Indemnifying Party only to the extent that the Indemnified Party is actually damaged thereby. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party without and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the prior written consent investigation, defense and resolution of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch matters and providing legal and business assistance with respect to such matter.

Procedures for Claims. In the case of any claim for indemnification arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the Indemnifying Party shall not be relieved of its indemnification obligations pursuant to this sentence except only to the extent that the Indemnified Party's delay in giving such notice impairs the ability of the Indemnifying Party to defend against the claim or demand. Notwithstanding the immediately preceding sentence, all notices asserting a claim for indemnification based on a representation or warranty, to be effective, must be given in writing to the Indemnifying Party before the expiration of such representation or warranty pursuant to Section 10.1 and in accordance with Section 10.2(d)(ii). The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with legal counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with legal counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed legal counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Claims. In the case of any claim for indemnification arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. (a) The Indemnifying Party shall have the right to defend and to direct the defense against any such claim made by any third party against the indemnified party (“Third Party Claim”) (including to conduct any proceedings or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and settlement negotiations) with counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandits own choosing. The Indemnified Party shall have the right to participate in the defense of any claim or demand with Third Party Claim and to employ its own counsel employed (it being understood that the Indemnifying Party shall control such defense), at its own expense; provided. Prior to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense of a Third Party Claim, however, that, in the case of any claim or demand described in clause (i) or (ii) Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the second preceding sentence or as parties with respect to which such Third Party Claim, including responding timely to legal process. If the Indemnifying Party shall not in fact have employed counsel decline to assume the defense of a Third Party Claim (or shall fail to notify the Indemnified Party of its election to defend such claim or demandThird Party Claim within ten (10) days after the giving by the Indemnified Party to the Indemnifying Party of a Valid Third Party Claim Notice with respect to the Third Party Claim), the Indemnified Party shall defend against the Third Party Claim and the Indemnifying Party shall be liable to the Indemnified Party for all reasonable fees and expenses incurred by the Indemnified Party in the defense of the Third Party Claim, including the reasonable fees and disbursements expenses of counsel employed by the Indemnified Party, if and to the extent that the Indemnifying Party is responsible to indemnify for such counsel Third Party Claim. Regardless of which party assumes the defense of a Third Party Claim, the parties agree to cooperate with one another in connection therewith. Such cooperation shall be at include providing records and information that are relevant to such Third Party Claim, and making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the expense Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the ’s prior written consent of the Indemnifying Partyconsent, which consent shall not to be unreasonably withheld withheld, conditioned or delayed.

Procedures for Claims. In A party seeking indemnification pursuant to this Section 15 (an "Indemnified Party") from or against the case assertion of any claim for indemnification arising from a claim claim, or the commencement of any action, suit or proceeding by a third party, an Indemnified Party Person in respect of which indemnity may be sought under this Section is (a "Third Person Assertion") shall give prompt written noticenotice to the party from whom indemnification is sought (the "Indemnifying Party") and shall provide the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, in but no event more than 10 days following failure to give such Indemnified Party's receipt of notice or provide such claim or demand, to information shall relieve the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as liability hereunder (except to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by extent that the Indemnifying Party unless (i) has suffered actual prejudice by such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the failure). No Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of settle any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party Third Person Assertion without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within ten (10) Business Days of receipt of notice from the Indemnified Party pursuant hereto of a Third Person Assertion, to assume the defense of such Third Person Assertion. If the Indemnifying Party assumes such defense, the Indemnifying Party may select counsel, which counsel shall be reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of any Third Person Assertion in accordance with the preceding sentences or, having so assumed such defense, unreasonably fails to defend against such Third Person Assertion at any time after the Indemnifying Party shall have assumed the defense of such Third Person Assertion, then upon five (5) days' prior written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion and shall have the right to consent to the entry of judgment with respect to, or otherwise settle, such Third Person Assertion with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In such event, the Indemnified Party shall be entitled under this Section 15, as part of its Damages, to indemnification for the reasonable costs of such defense The Indemnifying Party, if it shall have assumed the defense of any Third Person Assertion, shall have the right to consent to the entry of judgment with respect to, or otherwise settle, such Third Person Assertion with the consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that the Indemnified Part may withhold its consent if (1) any such judgment imposes a continuing non-monetary obligation on the Indemnified Party or any of its Affiliates, (2) does not include an unconditional release of the Indemnified Party and its Affiliates from all liability in respect of claims that are the subject matter of such Third Person Assertion, or (3) may result in a loss, suspension or other restriction of any license or right to participate as a provider under any Federal Health Care Program, State Health Care Program or CHAMPUS. The Indemnifying Party and the Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Person Assertion and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals as may be requested in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate, at its own expense, in the defense or settlement of any Third Person Assertion which the other is defending.

Procedures for Claims. If a claim for Damages (a “Claim”) is to be made by a Person entitled to indemnification hereunder, the Person claiming such indemnification (the “Indemnified Party”) shall give written notice (a “Claim Notice”) to the indemnifying Person (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2, provided that if the Indemnified Party is a Music & Arts Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of any claim for indemnification arising from a Claim involving the assertion of a claim of by a third partyparty (whether pursuant to a lawsuit, an Indemnified other legal action or otherwise, a “Third Party shall give prompt written noticeClaim”), in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, to if the Indemnifying Party of any claim or demand which such shall acknowledge in writing to the Indemnified Party has knowledge and as to which it may request indemnification hereunder. The that the Indemnifying Party shall have be obligated to indemnify the right Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to defend and to direct take control of the defense against any and investigation of such claim Third Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or demandproceedings promptly taken or instituted and diligently pursued, in including, without limitation, to employ and engage attorneys of its name own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or in settle such claim, which compromise or settlement shall be made only with the name written consent of the Indemnified Party, as such consent not to be unreasonably withheld or delayed. In the case may be, at the expense of the Indemnifying Party, and with counsel selected by event the Indemnifying Party unless (i) elects to assume control of the defense and investigation of such claim or demand seeks an order, injunction lawsuit or other equitable relief against the Indemnified Partylegal action in accordance with this Section 10.2, or (ii) the Indemnified Party shall have reasonably concluded may, at its own cost and expense, participate in the investigation, trial and defense of such Third Party Claim, provided that (x) there is if the named Persons to a conflict of interest between lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has been advised by counsel that there may be one or more legal defenses not available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shallshall be entitled, at the expense of the Indemnifying Party’s cost, cooperate risk and expense, to retain one firm of separate counsel of its own choosing (along with the Indemnifying Party, and keep any required local counsel). If the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel fails to assume the defense of such claim or demandThird Party Claim in accordance with this Section 10.2 within ten (10) Business Days after delivery of the Claim Notice in accordance with Section 12.1, the reasonable fees and disbursements of Indemnified Party against which such counsel Third Party Claim has been asserted shall be at the expense of (upon delivering notice to such effect to the Indemnifying Party. The ) have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall have no indemnification obligations be liable for any resulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any such claim or demand which right of appeal), if any, but only to the full extent otherwise provided in this Agreement. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall be settled by keep the Indemnified Party without the prior written consent reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying PartyParty reasonably informed of the progress of any such defense, which consent shall not be unreasonably withheld compromise or delayedsettlement.

Procedures for Claims. In the case of any (a) Any claim for indemnification arising from a claim of a third party, by an Indemnified Party on account of a Loss which results from the acts or omissions of the Indemnifying Party pursuant to Section 7.02(a), 7.02(b) or 7.03, as well as any claim pursuant to Section 7.02(c) and any claim pursuant to Section 7.02(d) other than as specifically addressed in Section 7.07(b), any of the foregoing as applicable (a “Claim”), shall give be asserted by the Indemnified Party giving the Indemnifying Party prompt written noticenotice thereof. The failure to give such prompt written notice shall not, in no event more than 10 days following such Indemnified Party's receipt of such claim or demandhowever, to relieve the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge its indemnification obligations, except and as only to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by extent that the Indemnifying Party unless (i) forfeits rights or defenses by reason of such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) failure. Such notice by the Indemnified Party shall have describe the Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably concluded practicable, of the Loss that (x) there is a conflict of interest between has been or may be sustained by the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect 30 days after its receipt of such notice to any respond in writing to such claim or demand which Claim, including whether the Indemnifying Party shall be settled by assume the defense of such Claim (to the extent applicable). During such 30-day period, the Indemnified Party without shall allow the prior written consent Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Claim, and whether and to what extent any amount is payable in respect of the Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which consent case the Indemnified Party shall not be unreasonably withheld or delayedfree to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Procedures for Claims. In the case of any claim for indemnification arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's ’s receipt of such claim or demand, to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the Indemnifying Party shall not be relieved of its indemnification obligations pursuant to this sentence except only to the extent that the Indemnified Party’s delay in giving such notice impairs the ability of the Indemnifying Party to defend against the claim or demand. Notwithstanding the immediately preceding sentence, all notices asserting a claim for indemnification based on a representation or warranty, to be effective, must be given in writing to the Indemnifying Party before the expiration of such representation or warranty pursuant to Section10.1 and in accordance with Section 10.2(d)(ii). The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with legal counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with legal counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed legal counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Claims. In (a) Third-Party Claims. Promptly after the case receipt by any Indemnified Party of a notice of any claim claim, action, suit or proceeding by any third party that may be subject to indemnification hereunder, including for indemnification arising from a claim purposes of a third partythis Section 9.3 any Tax Claim (as defined below) with respect to which notice must be provided within five Business Days following receipt thereof, an such Indemnified Party shall give prompt written notice, in no event more than 10 days following such Indemnified Party's receipt notice of such claim or demandto the Indemnifying Party, stating in reasonable detail the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of any claim or demand which such Indemnified this indemnification, except if and to the extent that the Indemnifying Party has knowledge and as to which it may request indemnification hereunderis actually prejudiced thereby. The Indemnifying Party shall have the right to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified PartyParty against the third party claim at its expense and through counsel of its choice, but not if such claim imposes criminal liability. So long as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, it being understood the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party for all periods after the Indemnified Party has notified the Indemnifying Party of such claim or demand seeks an order, injunction or other equitable relief against and prior to such time as the Indemnifying Party has notified the Indemnified PartyParty that it has assumed the defense of such third party claim (it is agreed that the Indemnifying Party shall not be obligated to pay reasonable costs and expenses of more than one counsel for all Indemnified Parties), or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim not file any papers or demand or (y) the Indemnified Party has one or more defenses not available consent to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense entry of any claim judgment or demand with counsel employed at its own expense; provided, however, that, in the case of enter into any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld) and (iii) 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 (not to be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money and does not impose an injunction or other equitable relief upon the Indemnified Party. The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. If the Indemnifying Party shall not have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld or delayed.

Procedures for Claims. In the case of any claim for indemnification arising from a claim of a third party, an Indemnified Party shall give prompt written notice, in no event more than 10 twenty (20) days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned.