Common use of Procedures Relating to Indemnification of Third Party Claims Clause in Contracts

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If Except as otherwise provided in this Agreement, if any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 7.1 or 12.03 7.2 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVII, the Indemnified Party shall promptly provide the other party or parties, as applicable (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected of its choice. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party and reasonably satisfactory has not assumed the defense thereof after notice to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, 84 the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 10.01 or 12.03 10.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party; and provided, further, that in the event the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume and control the defense thereof without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party under this Article X; provided, however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement (1) provides for (x) relief other than money damages or (y) money damages damages, if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such money damages, or (2) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In Notwithstanding anything to the event contrary in this Section 10.03, if the Indemnified Party in good faith determines that the Indemnified Party and may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a such Third Party Claim, then the Indemnified Party shall have the right at all times to retain separate counsel selected by take over and control the defense of such Third Party Claim; provided, however, that if the Indemnified Party does so take over and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in control the defense of the such Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by not consent to the Indemnifying Party. Notwithstanding entry of any judgment or enter into any settlement with respect to such Third Party Claim without the foregoing, written consent of the Indemnifying Party (which consent shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction unreasonably withheld or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damagesdelayed). Each party shall The parties will use their commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense defense, subject to this Article X, and will give each other reasonable access to all information and records relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.01 or 12.02 or 12.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) Party receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.01 or Section 12.02 or 12.03 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) Party with written notice of such Third Party Claim, stating the nature, basis and the amount thereofand, to the extent known, the amount thereof, along with copies of the relevant documents in the Indemnified Party's possession evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such prompt notice will shall not relieve the Indemnifying Party from liability on account of its obligation to indemnify the Indemnified Party pursuant to this indemnificationArticle XII, except if and to the extent that the unless such Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have the right, by giving twenty (20) days from receipt of any such notice of a Third Party Claim to give written notice to the Indemnified PartyParty of its assumption of the defense thereof (an "Indemnification Acknowledgement"). If an Indemnification Acknowledgement is timely given as provided in the immediately preceding sentence, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by of its choice and at the Indemnifying Party's sole cost and expense; provided, however, that the Indemnified Party is authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect its interests during such twenty (20) day period at the Indemnifying Party's cost and expense. In the event that (a) an Indemnification Acknowledgement is not timely given as provided herein, (b) the Indemnifying Party and reasonably satisfactory does not offer reasonable assurances to the Indemnified Party as to the Indemnifying Party's financial capacity to satisfy any final judgment or settlement or to diligently defend such claim, the Indemnified Party may, upon written notice to the Indemnifying Party, assume the defense (with legal counsel chosen by the Indemnified Party) and dispose of the claim, at the sole cost and expense of the Indemnifying Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, : (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, which retention and participation (iiiexcept as provided in the next sentence) shall be at its sole cost and expense; (ii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party (such written consent will not be withheld or delayed unreasonably); and (iviii) the Indemnifying Party shall not will not: (A) admit to any wrongdoing wrongdoing; or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesClaim, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict Notwithstanding receipt of interest exists in respect of a Third Party Claiman Indemnification Acknowledgment, then the Indemnified Party shall have the right to retain separate employ its own counsel selected by in respect of any Third Party Claim, but the fees and expenses of such counsel shall be at the Indemnified Party Party's own cost and reasonably satisfactory to expense, unless (A) the employment of such counsel and the payment of such fees and expenses shall have been specifically authorized by the Indemnifying Party to represent the Indemnified Party in connection with the defense of such Third Party Claim, or (B) the Indemnifying Party has failed to diligently defend the Third Party Claim, and the . The parties will use reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses and Expenses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s 's prior written consentconsent (such written consent will not be withheld or delayed unreasonably).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim Claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such Third Party Claim and the basis for indemnification soughtsought and otherwise in reasonable detail. Failure of The failure so to notify the Indemnified Indemnifying Party to give such notice will shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which counsel must be reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense in good faiththereof, (ii) the Indemnified Party may retain separate co-counsel (not reasonably objected to by the Indemnifying Party) at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall control such defense, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for equitable (xincluding injunctive) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesrelief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party Party, (which such written consent shall will not be unreasonably withheldwithheld or delayed ) and (iv) all the Indemnified Parties shall cooperate in the defense or prosecution thereof, conditioned including the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall be deemed to have waived any right to indemnification hereunder if it admits any liability with respect to, or consents to the entry of any judgment or enters into any settlement with respect to or otherwise compromises or discharges the Third Party Claim without the prior written consent of the Indemnifying Party (other than for Claims in respect of Taxes, such written consent not to be unreasonably withheld or delayed). In the event that the Indemnified Party and If the Indemnifying Party reasonably agree that a conflict of interest exists in respect has not assumed the defense of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory may file any papers, admit any liability with respect to, or consent to the Indemnifying Party entry of any judgment or enter into any settlement with respect to represent the Indemnified Party in the defense of the or otherwise compromise or discharge any Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by Claim upon not less than ten days’ prior written notice to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claimsClaims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not For the avoidance of doubt, if the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party hereto (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.01 or 12.03 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall promptly provide the other party hereto, as applicable (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Third Party Claims. If Except as otherwise provided in this Agreement, if any party (the “"Indemnified Party”") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 7.1 or 12.03 7.2 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVII, the Indemnified Party shall promptly provide the other party or parties, as applicable (the “"Indemnifying Party”") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected of its choice. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party and reasonably satisfactory has not assumed the defense thereof after notice to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party's prior written consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party without in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party’s prior written consentParty shall be entitled to assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “"Indemnified Party”") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.02 or 12.03 9.03 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall promptly provide the other party (the “"Indemnifying Party”") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall The parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s 's prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 60 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which counsel must be reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any (a) In order for a party (the “"Indemnified Party”") receives to be entitled to any indemnification of any Indemnified Loss provided for under this Agreement (including claims for Environmental Indemnifiable Losses) in respect of, arising out of or involving a claim or demand made by any third party against the Indemnified Party ("Third Party Claim"), such Indemnified Party must notify the other party ("Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim within thirty (30) business days after receipt by such Indemnified Party of written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 (a “Third Party Claim”)Claim provided that for the purpose of this Agreement, any tax reassessment notice shall be considered as a Third Party Claim and such any Third Party Claim relating to tax shall be notified to the Indemnifying Party within ten (10) business days of their receipt by the Indemnified Party intends to seek indemnity pursuant to this Article XIIParty. Thereafter, the Indemnified Party shall promptly provide deliver to the other party (the “Indemnifying Party”, within ten (10) with written notice of such Third Party Claim, stating business days after the nature, basis and the amount Indemnified Party's receipt thereof, to the extent known, along with copies of the relevant all notices and documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of (including court papers) received by the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory relating to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) provided, however, that the Indemnified Party Party's non-compliance with such notice periods shall not file any papers or consent preclude its right to indemnification if the entry interests of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing have been prejudiced or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed)adversely affected. In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, If the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an orderhave suffered such prejudice or adverse effect, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party may nevertheless claim partial indemnification if it sustains the burden of proof that a portion of the Indemnified Party reasonably determines, after conferring Indemnifiable Loss was not attributable to such non-compliance with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consentnotice periods.

Procedures Relating to Indemnification of Third Party Claims. If any party hereto (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 11.03 or 12.03 11.04 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIXI, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement (x) provides for (x1) relief other than money damages or damages, (y2) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesdamages or (3) any admission of wrongdoing or (y) fails to provide for the unconditional release of the Indemnified Party, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim (w) seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages, (x) involves criminal allegations, (y) involves a claim which, if adversely determined, would be reasonably expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or (z) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously defend after reasonable notice and opportunity to cure. Each party hereto shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties hereto shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 4.02, 4.03, 4.04 or 12.03 4.05 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIV, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party; provided, further, however, that in the event the Indemnifying Party assumes the defense of any Third Party Claim it shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume the defense thereof, at its sole cost and expense, upon delivery of notice to such effect to the Indemnifying Party; provided, however, that if the Indemnifying Party at any time thereafter agrees to assume the defense of such Third Party Claim, the Indemnifying Party shall bear the reasonable fees, costs and expenses of the Indemnified Party’s counsel incurred prior to the time of the Indemnifying Party’s assumption of such defense. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use their reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.01 or 12.03 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such Third Party Claim and the basis for indemnification sought. Failure sought and otherwise in reasonable detail; provided that the failure of the Indemnified Party to give such prompt notice will not relieve to the Indemnifying Party from liability on account of this indemnification, shall not affect the Indemnified Party’s right to indemnification hereunder except if and to the extent that the Indemnifying Party is materially actually prejudiced therebyas a result of such failure. The Indemnifying Party shall will have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected of its choice by written notice of such assumption delivered to the Indemnified Party within 45 days following the Indemnifying Party’s receipt of written notice of the Third Party Claim; provided that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim that seeks the imposition of criminal penalties or other sanctions that would be reasonably expected to materially and reasonably satisfactory to adversely affect the Indemnified PartyBusiness. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense in good faiththereof, (ii) the Indemnified Party may retain separate co-counsel (not reasonably objected to by the Indemnifying Party) at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall control such defense, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesClaim, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayed). In the event that delayed unreasonably) and (iv) all the Indemnified Party Parties shall cooperate in the defense or prosecution thereof, including the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably agree that relevant to such Third Party Claim, and making employees reasonably available on a conflict mutually convenient basis to provide additional information and explanation of interest exists in respect any material provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, then the Indemnified Party shall have agree to any settlement, compromise or discharge of a Third Party Claim that the right to retain separate counsel selected Indemnifying Party may recommend and that by the Indemnified Party and reasonably satisfactory to its terms obligates the Indemnifying Party to represent pay the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and the reasonable legal fees and expenses of which releases the Indemnified Party shall be paid by completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not file any papers, admit any liability with respect to, or consent to the entry of any Judgment or enter into any settlement with respect to or otherwise compromise or discharge the Third Party Claim without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts The parties will act in good faith to minimize Losses and mitigate damages from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether For the avoidance of doubt, whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment Judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If Except as otherwise provided in Section 4.6(d) (Tax Matters), if any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 7.1 or 12.03 7.2 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIARTICLE VII, the Indemnified Party shall promptly provide the other party or parties, as applicable (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and solely to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have fifteen (15) days from receipt of any such notice of a Third Party Claim to give notice to assume the rightdefense thereof (but, by giving written in any event, at least five (5) Business Days prior to the date that an answer to such Third Party Claim is due to be filed). If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by reputable counsel, subject to the Indemnifying Party and reasonably satisfactory to approval of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, and (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party. Neither the Indemnified Party and (iv) nor the Indemnifying Party shall not (A) admit to may concede, settle or compromise any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (other party, which consent shall not be unreasonably withheld, conditioned except the Indemnifying Party may settle or delayed). In compromise such Third Party Claim to the event extent that the sole relief provided (other than, for the avoidance of doubt, confidentiality obligations pursuant to such settlements or compromises) is monetary damages that are paid in full by the Indemnifying Party and the Indemnified Party receives a complete release with respect to the subject matter thereof. If (A) the Indemnifying Party fails to assume the defense of such Third Party Claim within fifteen (15) days after receipt of the notice of the Third Party Claim, (B) the Indemnified Party reasonably determines that there is a conflict of interest that prevents the Indemnifying Party from adequately representing the interests of the Indemnified Parties with respect to such Third Party Claim, or (C) (1) the Third Party Claim seeks relief other than the payment of monetary damages, and (2) the subject matter of a Third Party Claim relates to the ongoing operations of the Indemnified Party (other than the run-off of the Acquired Companies), which, if decided against the Indemnified Party, would have an adverse effect that is not immaterial on the ongoing business or reputation of Indemnified Party, then (subject to the preceding sentence) the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense of such claim (and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then shall reimburse the Indemnified Party for its reasonable out of pocket costs and expenses (including reasonable fees of outside counsel) for such defense) and the Indemnifying Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claimparticipate therein at its own cost; provided, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoinghowever, that the Indemnifying Party shall not be entitled obligated to assume the defense pay for only one firm of counsel for all Indemnified Parties in any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claimsjurisdiction. The parties shall also will cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If In order for a party to be entitled to any party indemnification under this Agreement (the “Indemnified Party”other than under Section 11(a), 11(b)(iii) receives written notice of the commencement of or 11(c)(vi)) involving a claim or demand made by any Action or the assertion of any claim by a third party or against the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 indemnified party (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XII, the Indemnified Party indemnified party shall promptly provide notify the other indemnifying party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and deliver to the reasonable legal fees indemnifying party copies of all notices and expenses documents accompanying or constituting the Third Party Claim, within five business days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party indemnified party shall be paid deliver to the indemnifying party, within five business days after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Partyindemnified party relating to the Third Party Claim; provided, however that failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Notwithstanding the foregoingIf a Third Party Claim is made against an indemnified party, the Indemnifying Party shall not indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of any a Third Party Claim, which election must be made within ten business days (in the case of a Third Party Claim if with respect to which a complaint has been filed) or 20 business days (in the case of all other Third Party Claims) after the indemnifying party receives notice of the Third Party Claim seeks an orderfrom the indemnified party, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party indemnifying party will not be liable to the indemnified party for legal expenses incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party may, but need not, participate in the defense thereof and employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each indemnifying party shall use commercially reasonable efforts to minimize Losses from control such defense. If the indemnifying party has not assumed the defense of a Third Party Claims Claim, the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnified party shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in the defense or prosecution thereof with reimbursement by the indemnifying party of reasonable out–of–pocket expenses (but not compensation payments to or with respect to employees) of the indemnified party incurred in connection therewith. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to the Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any such defense and give each other reasonable access to all information relevant theretomaterial provided hereunder. Whether or not the Indemnifying Party has indemnifying party shall have assumed the defensedefense of a Third Party Claim, such Indemnifying Party the indemnified party shall not be obligated to indemnify admit any liability with respect to, or settle, compromise or discharge, the Indemnified Third Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party Claim without the Indemnifying Partyindemnifying party’s prior written consent, which shall not be unreasonably withheld. All Tax Claims shall be governed by Section 11(g).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.2 or 12.03 9.3 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XII9, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will shall not relieve the Indemnifying Party from liability on account of its obligations under this indemnificationArticle 9, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall have 45 days from receipt of any such notice of a Third Party Claim to give notice of its intent to assume the rightdefense thereof; provided, by giving written however, that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim that seeks the imposition of criminal penalties or other sanctions that would be reasonably expected to materially and adversely affect the Business or the Transferred Assets, taken as a whole. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party shall have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which counsel must be reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewithherewith and is fulfilling its obligations with respect thereto, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.,

Procedures Relating to Indemnification of Third Party Claims. If any In order for a party (the “Indemnified Party”"indemnified party") receives to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 15 business days after receipt by such indemnified party of written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 (a “Third Party Claim”; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified 44 party failed to give such notice), and such Indemnified Party intends to seek indemnity pursuant to this Article XII. Thereafter, the Indemnified indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall promptly provide be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party (the “Indemnifying Party”) with written shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, stating and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party indemnifying party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the a Third Party Claim, (iii) the Indemnified Party indemnified party shall not file admit any papers or consent to the entry of any judgment or enter into any settlement liability with respect to the to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent of the Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In If the event that indemnifying party shall have assumed the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect defense of a Third Party Claim, then the Indemnified indemnified party shall agree to any settlement, compromise or discharge of a Third Party shall have Claim which the right indemnifying party may recommend and which by its terms obligates the indemnifying party to retain separate counsel selected by pay the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and which releases the reasonable legal fees and expenses indemnifying party completely in connection with such Third Party Claim. The indemnification required by this Section XXII shall be made by periodic payments of the Indemnified Party shall be paid by amount thereof during the Indemnifying Partycourse of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief All claims under this Section XXII other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to governed by the Indemnified Party without the Indemnifying Party’s prior written consentSection XXII(6).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 4.02, 4.03, 4.04 or 12.03 4.05 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIV, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party; provided, further, however, that in the event the Indemnifying Party assumes the defense of any Third Party Claim it shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume the defense thereof, at its sole cost and expense, upon delivery of notice to such effect to the Indemnifying Party; provided, however, that if the Indemnifying Party at any time thereafter agrees to assume the defense of such Third Party Claim, the Indemnifying Party shall bear the reasonable fees, costs and expenses of the Indemnified Party’s counsel incurred prior to the time of the Indemnifying Party’s assumption of such defense. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use their reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.. Table of Contents

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment (in each case other than with respect to Taxes) for which indemnity may be sought under Section 12.02 or 12.03 9.02 (a “Third Party Claim”)) or such Indemnified Party has a reasonable basis to believe that there are grounds for a Third Party Claim to be asserted against it, and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the any relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 60 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by of its choice. At any time prior to the Indemnifying Party’s delivery of any notice to assume the defense of a Third Party and reasonably satisfactory to Claim, the Indemnified PartyParty may file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to avoid a default judgment. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesClaim, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use their commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 10.01 or 12.03 10.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party. If the 87 Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume and control the defense thereof without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party under this Article X; provided, however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement (1) provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such money damages, or (2) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, in the case of each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In Notwithstanding anything to the event contrary in this Section 10.04, if the Indemnified Party in good faith determines that the Indemnified Party and may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a such Third Party Claim, then the Indemnified Party shall have the right at all times to retain separate counsel selected by take over and control the defense of such Third Party Claim; provided, however, that if the Indemnified Party does so take over and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in control the defense of the such Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by not consent to the Indemnifying Party. Notwithstanding entry of any judgment or enter into any settlement with respect to such Third Party Claim without the foregoing, written consent of the Indemnifying Party (which consent shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction unreasonably withheld or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damagesdelayed). Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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 and records relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any an indemnified party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a any third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 10(b) (a “Third Party Claim”), and such Indemnified Party the indemnified party intends to seek indemnity pursuant to this Article XIISection 10, the Indemnified Party indemnified party shall promptly provide Acquiror or the other party Investors’ Representative (on behalf of the “Indemnifying Party”) Investors), as applicable, with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure The indemnifying party (Acquiror or the Investors’ Representative on behalf of the Indemnified Investors, as applicable) shall have thirty (30) days from receipt of any such notice of a Third Party Claim to give such notice will not relieve to assume the Indemnifying Party from liability on account of this indemnification, except if and defense thereof. If notice to the extent that effect set forth in the Indemnifying Party immediately preceding sentence is materially prejudiced thereby. The Indemnifying Party given by the indemnifying party, the indemnifying party shall have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party indemnified party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which shall be reasonably satisfactory acceptable to the Indemnified Partyindemnified party. If such notice is not given, the indemnified party shall (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such Third Party Claim. So long as the Indemnifying Party indemnifying party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party indemnified party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party indemnified party shall not file any papers or 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 Indemnifying Party indemnifying party and (iviii) the Indemnifying Party indemnifying party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party indemnified party (which such written consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party The parties shall use commercially reasonable best efforts to minimize Losses from the amount of any Third Party Claims 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. Whether or not the Indemnifying Party has indemnifying party assumed the defense, such Indemnifying Party the indemnifying party shall not be obligated to indemnify the Indemnified Party indemnified party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Partyindemnifying party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 5.02 or 12.03 5.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIV, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party; provided, further, however, that in the event the Indemnifying Party assumes the defense of any Third Party Claim it shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume the defense thereof, at its sole cost and expense, upon delivery of notice to such effect to the Indemnifying Party; provided, however, that if the Indemnifying Party at any time thereafter agrees to assume the defense of such Third Party Claim, the Indemnifying Party shall bear the reasonable fees, costs and expenses of the Indemnified Party’s counsel incurred prior to the time of the Indemnifying Party’s assumption of such defense. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use their reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party Purchaser Indemnitee or Seller Indemnitee, as applicable (the “Indemnified Party”) ), receives written notice of the commencement of any Action Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.02 or 12.03 8.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide Purchaser (if a Seller Indemnitee is the other party Indemnified Party) or Seller (if a Purchaser Indemnitee is the Indemnified Party), as applicable (the “Indemnifying Party”) ), with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, and (iiiii) the Indemnified Indemnifying Party shall will not file any papers or consent to the entry of any judgment Judgment or enter into any settlement with respect to the Third Party Claim without unless (A) the Indemnified Party has consented in writing (such prior written consent of the Indemnifying Party and not to be unreasonably withheld or delayed) or (ivB) (i) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to pays the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent full amount of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists Liability in respect of a connection with such Third Party Claim, then the (ii) there is an unconditional release of all Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense Parties from all Liability arising out of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such Third Party Claim if the Third Party Claim seeks an orderor Action, injunction or other equitable relief or relief other than monetary damages against the and (iii) no Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from admits to any related claim for monetary damageswrongdoing. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall act The parties will cooperate in good faith in responding to, defending against, or settling or otherwise dealing with such claims. The parties shall also cooperate in Third Party Claims; provided that the foregoing will not require any such defense and give each other reasonable access person to all information relevant theretotake any action that would violate Law. Whether or not the Indemnifying Party has assumed the defensedefense of a Third Party Claim, such the Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was Judgment consented to by the Indemnified with respect to such Third Party Claim without the Indemnifying Party’s prior written consentconsent (such written consent will not be unreasonably withheld or delayed).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.02 or 12.03 9.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the defense thereof. Prior to and during such 30 day period, the Indemnified Party may take actions it deems necessary in its reasonable discretion to preserve all defenses available regarding the Third Party Claim, the costs of which, including the incurrence of reasonable attorneys’ fees, shall have be borne by the right, by giving written Indemnifying Party. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party; provided, further, however, that in the event the Indemnifying Party assumes the defense of any Third Party Claim it shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume the defense thereof, at its sole cost and expense, upon delivery of notice to such effect to the Indemnifying Party. In any event, if the Indemnifying Party at any time agrees to assume the defense of such Third Party Claim, the Indemnifying Party shall bear the reasonable fees, costs and expenses of the Indemnified Party’s counsel incurred prior to the time of the Indemnifying Party’s assumption of such defense. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim; provided, (iii) however, that in the event such Third Party Claim results in a Loss paid by the Indemnifying Party pursuant to Section 9.02 or 9.03, such Loss shall include the reasonable legal fees and expenses of the Indemnified Party incurred in the participation of such defense, except to the extent such legal fees and expenses shall have been incurred by the Indemnified Party following the receipt of written acknowledgment from the Indemnifying Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under Section 9.02 or 9.03 in connection with such Third Party Claim and shall assume defense of the Third Party Claim (in which case such legal fees and expenses shall be borne solely by the Indemnified Party), (ii) except during any period when the Indemnifying Party has not file any papers or assumed defense of the Third Party Claim, the Indemnified Party will not consent to the entry of any judgment or or, at any time, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) with any of the Indemnified Party’s current customers or suppliers, (y) that provides for relief other than money damages or (yz) that provides for money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use their reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 60 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)Claim, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event , provided, that the Indemnified Party and may withhold consent to the Indemnifying Party reasonably agree that a conflict entry of interest exists in any judgment, or entrance into any settlement with respect of a to any Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party if, in its reasonable discretion, such judgment or settlement does not include a complete discharge and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses release of the Indemnified Party shall from such Third Party Claim (except with respect to Third Party Claims for Taxes, where the Indemnified Party may withhold such consent if the Indemnifying Party will not be paying all of the Taxes required to be paid by the Indemnifying Partythat judgment or settlement). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall The parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense, including by entering into a joint defense agreement, and give each other reasonable access to all information relevant thereto; provided, that no Indemnified Party shall be required to provide access to any documents or other information to the Indemnifying Party to the extent that the provision of such documents or other information could reasonably be expected to result in the loss of any attorney client privilege with respect thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed).

Procedures Relating to Indemnification of Third Party Claims. If any In order for a party (the “Indemnified Party”"INDEMNIFIED PARTY") receives to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "THIRD PARTY CLAIM"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 15 business days after receipt by such indemnified party of written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 (a “Third Party Claim”; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice), and such Indemnified Party intends to seek indemnity pursuant to this Article XII. Thereafter, the Indemnified indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall promptly provide be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; PROVIDED that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party (the “Indemnifying Party”) with written shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, stating and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party indemnifying party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the a Third Party Claim, (iii) the Indemnified Party indemnified party shall not file admit any papers or consent to the entry of any judgment or enter into any settlement liability with respect to the to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent of the Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In If the event that indemnifying party shall have assumed the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect defense of a Third Party Claim, then the Indemnified indemnified party shall agree to any settlement, compromise or discharge of a Third Party shall have Claim which the right indemnifying party may recommend and which by its terms obligates the indemnifying party to retain separate counsel selected by pay the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and which releases the reasonable legal fees and expenses indemnifying party completely in connection with such Third Party Claim. The indemnification required by this Section XXII shall be made by periodic payments of the Indemnified Party shall be paid by amount thereof during the Indemnifying Partycourse of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief All claims under this Section XXII other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to governed by the Indemnified Party without the Indemnifying Party’s prior written consentSection XXII(6).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 Sections 9.01 or 12.03 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall will promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers, if any) evidencing such Third Party Claim and the basis for indemnification soughtsought and otherwise in reasonable detail. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party will have 45 days from receipt of any such notice of a Third Party Claim to give notice to assume the defense thereof; provided that the Indemnifying Party shall have not be entitled to assume the right, by giving written defense of a Third Party Claim that seeks the imposition of criminal penalties or other sanctions (other than the payment of money) that would be reasonably expected to materially and adversely affect the Business. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which counsel must be reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewithherewith and is fulfilling its obligations with respect thereto, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party will control such defense, (iiiii) the Indemnified Party shall will not file any papers papers, admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge the Third Party Claim without the prior written consent of the Indemnifying Party and Party, (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesClaim, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall not to be unreasonably withheld, conditioned withheld or delayed). In the event that ) and (iv) all the Indemnified Party Parties will cooperate in the defense or prosecution thereof as reasonably requested by the Indemnifying Party, including the retention and (upon the Indemnifying Party’s request) the furnishing to the Indemnifying Party of records and information that are reasonably agree that relevant to such Third Party Claim, and making employees available on a conflict mutually convenient basis to provide additional information and explanation of interest exists in respect any material furnished hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, then the Indemnified Party shall have will consent to any judgment or agree to any settlement, compromise or discharge with respect to a Third Party Claim that the right to retain separate counsel selected 50 Indemnifying Party may recommend and that by the Indemnified Party its terms only involves money damages and reasonably satisfactory to not equitable relief and obligates the Indemnifying Party to represent pay the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and the reasonable legal fees and expenses of which releases the Indemnified Party shall be paid by completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not file any papers, admit any liability or consent to the entry of any judgment or enter into any settlement with respect to, or otherwise compromise or discharge, such Third Party Claim without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether For the avoidance of doubt, whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any judgment consented to, any settlement entered into or any judgment that was consented to by the Indemnified Party into, without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party hereto (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 11.03 or 12.03 11.04 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIXI, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party hereto shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties hereto shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 9.01 or 12.03 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIIX, the Indemnified Party shall will promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers, if applicable) evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if sought and to the extent that the Indemnifying Party is materially prejudiced therebyotherwise in reasonable detail. The Indemnifying Party shall will have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (unless (1) the Indemnifying Party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from the Indemnified Party, or (2) the Indemnified Party reasonably shall actively pursue have concluded (upon advice of its counsel) that, with respect to such defense in good faithclaims, the Indemnified Party may have legal defenses available to it that are not available to the Indemnifying Party or that a conflict of interest exists between the Indemnifying Party and the Indemnified Party), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party will control such defense, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement includes any statement as to or an admission of fact, culpability or a failure to act, by or on behalf of the Indemnified Party, provides for (x) equitable relief other than money damages or (y) money damages if may materially and adversely affect the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesIndemnified Party, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall not to be unreasonably withheld, conditioned withheld or delayed). In the event that ) and (iv) all the Indemnified Party Parties will cooperate in the defense or prosecution thereof, including the retention and (upon the Indemnifying Party’s request) the furnishing to the Indemnifying Party of records and information that are reasonably agree that relevant to such Third Party Claim, and making employees available on a conflict mutually convenient basis to provide additional information and explanation of interest exists in respect any material furnished hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, then the Indemnified Party shall have will not unreasonably withhold consent to any judgment or agree to any settlement, compromise or discharge with respect to a Third Party Claim that the right to retain separate counsel selected Indemnifying Party may recommend and that by the Indemnified Party and reasonably satisfactory to its terms obligates the Indemnifying Party to represent pay the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and the reasonable legal fees and expenses of which releases the Indemnified Party shall be paid by the Indemnifying Partycompletely in connection with such Third Party Claim. Notwithstanding the foregoing, Whether or not the Indemnifying Party shall not be entitled to assume assumes the defense of a Third Party Claim, the Indemnified Party will not file any papers, admit any liability or consent to the entry of any judgment or enter into any settlement with respect to, or otherwise compromise or discharge, such Third Party Claim if without the Third prior written consent of the Indemnifying Party Claim seeks an order, injunction (such consent not to be unreasonably withheld or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damagesdelayed). Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 10.01, 10.02 or 12.03 10.03 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) ), with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and then only to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond in writing to the Indemnified Party’s written notice of Third Party Claim within thirty (30) days of receipt of such notice. Failure by the Indemnifying Party to timely respond to a written notice of Third Party Claim shall be deemed to be a denial of such indemnification request, and thereafter the Indemnified Party may defend such claim and thereafter seek all Losses incurred in connection therewith in an enforcement action against the Indemnifying Party conducted pursuant to Section 11.10. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or consent to the entry of any judgment Judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment Judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment Judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case of each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment Judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such Third Party Claim and the basis for indemnification sought. Failure sought and otherwise in reasonable detail; provided that the failure of the Indemnified Party to give such prompt notice will not relieve to the Indemnifying Party from liability on account of this indemnification, except if and shall not affect the Indemnified Party’s right to indemnification hereunder expect to the extent that the Indemnifying Party is materially actually prejudiced therebyas a result of such failure. The Indemnifying Party shall will have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected of its choice by the Indemnifying Party and reasonably satisfactory written notice of such assumption delivered to the Indemnified Party within 60 days following the Indemnifying Party’s receipt of written notice of the Third Party Claim. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense in good faiththereof, (ii) the Indemnified Party may retain separate co-counsel (not reasonably objected to by the Indemnifying Party) at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall control such defense, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayed). In the event that delayed unreasonably) and (iv) all the Indemnified Party Parties shall cooperate in the defense or prosecution thereof, including the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably agree that relevant to such Third Party Claim, and making employees reasonably available on a conflict mutually convenient basis to provide additional information and explanation of interest exists in respect any material provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, then the Indemnified Party shall have agree to any settlement, compromise or discharge of a Third Party Claim that the right to retain separate counsel selected Indemnifying Party may recommend and that by the Indemnified Party and reasonably satisfactory to its terms obligates the Indemnifying Party to represent pay the Indemnified Party in the defense full amount of the liability in connection with such Third Party Claim, and the reasonable legal fees and expenses of which releases the Indemnified Party shall be paid by completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not file any papers, admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge the Third Party Claim without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts The parties will act in good faith to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether For the avoidance of doubt, whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 10.01 or 12.03 10.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall will have 30 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice; provided, however, that such counsel is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume the defense of such Third Party Claim within 30 days of receipt of such notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume and control the defense thereof without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party under this Article X; provided, however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iii) the Indemnified Party shall not file any papers or 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 Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement (1) provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such money damages, or (2) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, in the case of each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In Notwithstanding anything to the event contrary in this Section 10.04, if the Indemnified Party in good faith determines that the Indemnified Party and may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a such Third Party Claim, then the Indemnified Party shall have the right at all times to retain separate counsel selected by take over and control the defense of such Third Party Claim; provided, however, that if the Indemnified Party does so take over and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in control the defense of the such Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by not consent to the Indemnifying Party. Notwithstanding entry of any judgment or enter into any settlement with respect to such Third Party Claim without the foregoing, written consent of the Indemnifying Party (which consent shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction unreasonably withheld or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damagesdelayed). Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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 and records relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 Sections 10.01 or 12.03 10.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability Liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have 20 days from receipt of any such notice of a Third Party Claim to give notice to assume the defense thereof; provided, however, that an Indemnifying Party will not be entitled to assume the defense of any Third Party Claim if such Third Party Claim could result in criminal liability. The Indemnified Party shall be entitled to engage one separate counsel to participate in a defense assumed by an Indemnifying Party, at the expense of the Indemnifying Party, if the Indemnified Party shall have reasonably concluded that (i) there may be a conflict of interest (including one or more legal defenses or counterclaims available to it or to other Indemnified Parties which are different from or additional to those available to the rightIndemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (ii)(A) the claim seeks non-monetary relief that, by giving written if granted, could reasonably be expected to materially and adversely affect the Indemnified Party or its affiliates and (B) the Indemnified Party’s outside counsel shall have advised that such claim has a reasonable probability of success. If notice to the Indemnified effect set forth above is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and experts of its choice; provided, however, that such counsel and experts are reasonably satisfactory to the Indemnified Party; and provided, further, that in the event the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall actively pursue such defense in good faith. If the Indemnifying Party does not assume the defense of such Third Party Claim by providing notice within 20 days of receipt of the Indemnified Party’s notice, the Indemnified Party against which such Third Party Claim has been asserted will have the right to assume and control the defense thereof without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party under this Article X and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel or experts for the Indemnified Party as incurred; provided, however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may has the right to retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, including the rights to be present and accompanied by counsel at all proceedings and to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party (which consent shall not be unreasonably withheld or delayed), and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement (1) provides for (x) relief other than money damages or (y) money damages damages, if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such money damages, (2) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of an irrevocable release from all Liability with respect to such Third Party Claim, (3) contains any admission of any wrongdoing or Liability on behalf of the Indemnified Party or (4) contains any equitable order, judgment or term that in any manner affects, restrains or interferes with the case - 83 - business of the Indemnified Party or any of the Indemnified Party’s affiliates, in each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall The parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense defense, subject to this Article X, and will give each other reasonable and prompt access to all information and Records relevant thereto. Whether or not , including access to personnel to the Indemnifying extent solely related to such Third Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consentClaim.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “"Indemnified Party”") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “"Indemnifying Party”") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have 60 days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyof its choice. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B)Claim, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In the event , provided, that the Indemnified Party and may withhold consent to the Indemnifying Party reasonably agree that a conflict entry of interest exists in any judgment, or entrance into any settlement with respect of a to any Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party if, in its reasonable discretion, such judgment or settlement does not include a complete discharge and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses release of the Indemnified Party shall from such Third Party Claim (except with respect to Third Party Claims for Taxes, where the Indemnified Party may withhold such consent if the Indemnifying Party will not be paying all of the Taxes required to be paid by the Indemnifying Partythat judgment or settlement). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims and shall The parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense, including by entering into a joint defense agreement, and give each other reasonable access to all information relevant thereto; provided, that no Indemnified Party shall be required to provide access to any documents or other information to the Indemnifying Party to the extent that the provision of such documents or other information could reasonably be expected to result in the loss of any attorney client privilege with respect thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s 's prior written consentconsent (which consent shall not be unreasonably withheld or delayed).

Procedures Relating to Indemnification of Third Party Claims. If any party (the “"Indemnified Party”") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 8.01 or 12.03 8.02 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVIII, the Indemnified Party shall promptly provide the other party (the “"Indemnifying Party”") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have the right, by giving 30 days from receipt of any such notice of a Third Party Claim to give written notice to assume the Indemnified defense thereof. If notice to the effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party of its choice and reasonably satisfactory to the Indemnified Party. If (x) such Third Party Claim seeks injunctive or other similar relief and (y) there would exist an actual conflict of interest between the Indemnifying Party and the Indemnified Party, to the extent that the equitable claim may be segregated, the Indemnified Party will have the right to assume the defense of such Third Party Claim to the extent that it relates to the injunctive relief sought, at the Indemnifying Party's cost and expense. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, Claim and (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iv) the Party. The Indemnifying Party shall will not (A) admit to any wrongdoing on behalf of the Businesses or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for equitable relief or materially adversely affects the Indemnified Party's operation and conduct of its business, in each case, without the prior written consent of the Indemnified Party (x) relief other than money damages such written consent will not be withheld or (y) money damages if the delayed unreasonably). The Indemnifying Party has will not acknowledged consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim to the extent such judgment or settlement provides for monetary damages that would cause the Cap or the Purchase Price Cap (each as defined in writing that it shall Section 8.04(a)), as applicable, to be responsible for such money damages, in the case each of clauses (A) and (B)exceeded, without the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld, conditioned withheld or delayed) (it being agreed and understood that the Cap or the Purchase Price Cap, as applicable, being exceeded will not, in and of itself, constitute reasonable grounds for withholding or delaying such consent). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the The parties will use reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable best efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s 's prior written consentconsent (which consent will not be unreasonably withheld or delayed).

Procedures Relating to Indemnification of Third Party Claims. If any an indemnified party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a any third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 or 12.03 10.02 (a “Third Party Claim”), and such Indemnified Party the indemnified party intends to seek indemnity pursuant to this Article XIIARTICLE X, the Indemnified Party indemnified party shall promptly provide Acquiror or the other party (the “Indemnifying Party”) Shareholders’ Representative, as applicable, with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure The indemnifying party (Acquiror or the Shareholders’ Representative on behalf of the Indemnified Pre-Closing Shareholders, as applicable) shall have thirty (30) days from receipt of any such notice of a Third Party Claim to give such notice will not relieve to assume the Indemnifying Party from liability on account of this indemnification, except if and defense thereof. If notice to the extent that effect set forth in the Indemnifying Party immediately preceding sentence is materially prejudiced thereby. The Indemnifying Party given by the indemnifying party, the indemnifying party shall have the right, by giving written notice to the Indemnified Party, right to assume the defense of the Indemnified Party indemnified party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice, which shall be reasonably satisfactory acceptable to the Indemnified Partyindemnified party. If such notice is not given, the indemnified party shall (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such Third Party Claim. So long as the Indemnifying Party indemnifying party has assumed the defense of the Third Party Claim in accordance herewith, (ia) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party indemnified party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiib) the Indemnified Party indemnified party shall not file any papers or 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 Indemnifying Party indemnifying party and (ivc) the Indemnifying Party indemnifying party shall not (Ai) admit to any wrongdoing or (Bii) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party indemnified party (which such written consent shall not be unreasonably withheld, conditioned or delayed). In The parties shall use Best Efforts to minimize the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense amount of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall use commercially reasonable efforts to minimize Losses from Third Party Claims 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. Whether or not the Indemnifying Party has indemnifying party assumed the defense, such Indemnifying Party the indemnifying party shall not be obligated to indemnify the Indemnified Party indemnified party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Partyindemnifying party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Third Party Claims. If Except as otherwise provided in this Agreement, if any party (the “Indemnified Party”"INDEMNIFIED PARTY") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 7.1 or 12.03 7.2 (a “Third Party Claim”"THIRD PARTY CLAIM"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIVII, the Indemnified Party shall promptly provide the other party or parties, as applicable (the “Indemnifying Party”"INDEMNIFYING PARTY") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected of its choice. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party and reasonably satisfactory has not assumed the defense thereof after notice to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iviii) the Indemnifying Party shall will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damagesequitable relief, in the case each of clauses (A) and (B)case, without the prior written consent of the Indemnified Party (which such written consent shall will not be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party's prior written consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party without in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, 84 the Indemnifying Party’s prior written consentParty shall be entitled to assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “"Indemnified Party”") receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 Sections 10.2 or 12.03 10.3 (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIXI, the Indemnified Party shall promptly provide the other party (the “"Indemnifying Party”") with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice that is reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, and (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s 's prior written consent. In addition, the Indemnifying Party shall not, without the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), compromise a Third Party Claim defended by the Indemnifying Party which would require the Indemnified Party to perform or take any action, or to refrain from performing or taking any action, or to pay any additional Persons in the future.

Procedures Relating to Indemnification of Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any Action action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under Section 12.02 Sections 11.2, 11.3 or 12.03 11.4 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XIIXI, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially actually prejudiced thereby. The Indemnifying Party shall will have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the right, by giving written defense thereof. If notice to the Indemnified effect set forth in the immediately preceding sentence is given by the Indemnifying Party, the Indemnifying Party will have the right to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party and of its choice that is reasonably satisfactory acceptable to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party shall actively pursue such defense in good faith, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except as contemplated by the following sentence) and participate in the defense of the Third Party Claim, and (iiiii) the Indemnified Party shall will not file any papers or 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 Indemnifying Party and (iv) the Indemnifying Party shall not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for (x) relief other than money damages or (y) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case each of clauses (A) and (B), without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Party and the Indemnifying Party reasonably agree that a conflict of interest exists in respect of a Third Party Claim, then the Indemnified Party shall have the right to retain separate counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party to represent the Indemnified Party in the defense of the Third Party Claim, and the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages. Each party shall The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and shall will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such Indemnifying Party shall will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent. In addition, the Indemnifying Party shall not, without the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), compromise a Third Party Claim defended by the Indemnifying Party which would require the Indemnified Party to perform or take any action, or to refrain from performing or taking any action, or to pay any additional Persons in the future.