Common use of Right to Contest Claims of Third Parties Clause in Contracts

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereof, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party.

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the right, but not the obligation, upon written notice to the If an Indemnified Party within twenty asserts, or may in the future seek to assert, a claim for indemnification hereunder because (20i) Business Days following receipt of notice thereof, to investigate, contest, assume the defense of or settle any a claim or demand made, or any an action, Proceeding proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII XI or (ii) the Company has become aware of any circumstance that could result in a claim for indemnification by the Reinsurer hereunder with respect to any Extra Contractual Obligation described in clauses (v) through (viii) of the definition of “Extra Contractual Obligation” (regardless of whether any claim or demand has been made, or any action, proceeding or investigation has been instituted by a Third Party ClaimClaimant with respect to such Extra Contractual Obligation), (each, an “Asserted Liability”); provided that , the Indemnified Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 11.3 be delivered as promptly as practicable after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a liability in connection with such claim, but the amount of reimbursement to which the Indemnified Party may, at its option and at its own expense, participate in is entitled shall be reduced to the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that extent the Indemnifying Party shall not settle any Third Party Claim unless (i) is materially prejudiced by such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause failure to be paid all amounts arising out of timely deliver such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying PartyClaims Notice.

Right to Contest Claims of Third Parties. (a) The a. Except as provided in Article IX, the Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereof, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII X (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party.

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the right, but not the obligation, upon written notice to the If an Indemnified Party within twenty (20) Business Days following receipt asserts, or may in the future seek to assert, a claim for indemnification hereunder because of notice thereof, to investigate, contest, assume the defense of or settle any a claim or demand made, or any an action, Proceeding proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing X without regard to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claimdollar limitations set forth in Section 10.01 (an "Asserted Liability"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 10.02 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not settle, compromise or pay any Third Party Claim for which it seeks be deemed a waiver of the Indemnified Party's right to indemnification hereunder without for Losses in connection with such claim, but the prior written consent amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to an Asserted Liability within twenty (20) Business Days of the Indemnifying Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability.

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the right, but not the obligation, upon written notice to the If an Indemnified Party within twenty (20) Business Days following receipt asserts, or may in the future seek to assert, a claim for indemnification hereunder because of notice thereof, to investigate, contest, assume the defense of or settle any a claim or demand made, or any an action, Proceeding proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”"THIRD PARTY CLAIMANT") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing X without regard to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claimdollar limitations set forth in Section 10.01 (an "ASSERTED LIABILITY"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 10.02 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not settle, compromise or pay any Third Party Claim for which it seeks be deemed a waiver of the Indemnified Party's right to indemnification hereunder without for Losses in connection with such claim, but the prior written consent amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to an Asserted Liability within twenty (20) Business Days of the Indemnifying Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability.

Right to Contest Claims of Third Parties. (a) a. The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereofParty, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII X (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives Representatives and counsel of its own choosing, cost and expense; and, and provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iiiii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If requested by the Indemnifying Party, the Indemnified Party will cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party any counterclaim against the Third Party Claimant, or any cross complaint against any Person (other than the Indemnified Party or its Affiliates). 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 and for any (other than during the period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise prior to the right of time the Indemnified Party to employ counsel shall have given notice of its own choosingthe Third Party Claim as provided above). Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party.

Right to Contest Claims of Third Parties. (a) Section 10.4.1 The Indemnifying Party shall have the right, but not the obligation, upon written notice to be provided to the Indemnified Party within twenty thirty (2030) Business Days following after the Indemnifying Party’s receipt of notice thereofthe relevant Claims Notice, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding proceeding or investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII X (a “Third Party Claim”); provided, that the Indemnifying Party (a) acknowledges in writing to the Indemnified Party that any Losses that may be assessed in connection with the Third Party Claim constitute Losses for which the Indemnified Party will be indemnified pursuant to this Article X without contest or objection, and (b) appoints counsel for the defense of the Third Party Claim reasonably satisfactory to the Indemnified Party; provided further, that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives Representatives and counsel of its own choosing, cost and expense; and, and provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liabilityterms, or (iiiii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. The Indemnified Party will have no Liability with respect to any compromise or settlement of, or the entry of any judgment arising from, any settlement effected without its consent. If requested by the Indemnifying Party, the Indemnified Party will cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party any counterclaim against the Third Party Claimant, or any cross complaint against any person. 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 and for any (other than during the period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise prior to the right of time the Indemnified Party to employ counsel shall have given notice of its own choosingthe Third Party Claim as provided above). Whether or not Provided the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party is controlling the defense of a Third Party Claim, the Indemnified Party has the right in good faith to settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without prior notice to or consent of the Indemnifying Party.

Right to Contest Claims of Third Parties. If an Indemnified Party asserts a claim for indemnification hereunder because of a claim made by any claimant not a party to this Agreement, the Indemnified Party shall give the other party or parties reasonably prompt notice thereof, but in no event more than ten (a10) business days after said assertion is actually known to the Indemnified Party; provided, however, that the right of an Indemnified Party to be indemnified hereunder in respect of claims made by a third party shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereofParty, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contestsecure, assume the defense of contest or settle any the claim or demand made, or any action, Proceeding or investigation instituted, alleged by any Person not such third party (hereinafter called a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third "Third-Party Claim”"); , provided that the Indemnified Party maymay participate voluntarily, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Third-Party Claim through representatives and counsel of its own choosing; choice, and, provided further, that the Indemnifying Party shall not settle unconditionally acknowledges to the Indemnified Party in writing his or its obligation to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim, and posts a bond in an appropriate amount and that any Third Party Claim unless (i) such settlement is on exclusively monetary terms and action by the Indemnifying Party relating to the Third-Party Claim shall pay or cause be without prejudice to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayedParty. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, settle or compromise or pay any Third Third-Party Claim for which it seeks is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such Third-Party Claim after notification thereof as provided in this Section 7.5. Except as provided otherwise in the immediately preceding sentence, the Indemnifying Party shall bear all costs of such Third-Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses of such Third-Party Claim. Unless and until the Indemnifying Party elects to defend the Third-Party Claim, the Indemnified Party shall have the full right, at its option, to do so and to look to the Indemnifying Party under the provisions of this Purchase Agreement for the amount of the costs, if any, of defending the Contest. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third-Party Claim within twenty (20) days after receipt thereof shall be deemed an election not to defend the same. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, including any litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party., on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not to control) the defense of such action, with its own counsel at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third-Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Third-Party Claim in a reasonably prudent manner. The parties hereto shall make mutually available to each other all relevant information in their possession relating to any such Third-Party Claim and shall cooperate in the defense thereof. 20

Right to Contest Claims of Third Parties. (a) The Except with respect to Tax Claims, which are addressed in Section 9.04, the Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereofParty, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII X (a “Third Party Claim”); provided that the Indemnifying Party may not assume control of the defense of a Third Party Claim (i) involving alleged criminal liability, or (ii) in which equitable relief is sought against the Indemnified Party (but only with respect to the part of any Third Party Claim seeking equitable relief), provided, further, that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing, cost and expense; andprovided, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (iA) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out provides for a full release of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iiiB) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party will cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party any counterclaim against the Third Party Claimant or any cross complaint against any Person. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party (x) for any period during which the Indemnifying Party has failed (or is not permitted) to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above) and for any period during which the interests of (z) if the Indemnifying Party and has assumed the defense thereof, if Indemnified Party may conflictreasonably concludes, giving rise to upon the right advice of counsel, that the Indemnified Party has one or more defenses that are inconsistent with one or more of those available to employ counsel the Indemnifying Party in respect of its own choosingany Third Party Claim. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Right to Contest Claims of Third Parties. (a) The If an Indemnified Party is entitled to indemnification hereunder with respect to a claim resulting from or arising out of the assertion of Liability or any other claim or the commencement of any suit, action or proceeding asserted by any claimant other than a Buyer Indemnified Person or a Seller Indemnified Person hereunder (each a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party reasonably prompt notice thereof after receipt by the Indemnified Party of written notice of such Third Party Claim; provided, however, that the right of a person to be indemnified hereunder in respect of Third Party Claims shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually prejudiced thereby. Except as otherwise provided in this Section 7.5, the Indemnifying Party shall then have the right, but not the obligation, upon written notice to the Indemnified Party (a “Defense Notice”) within twenty (20) Business Days following days after receipt from the Indemnified Party of notice thereofof such Third Party Claim, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest, assume the defense of or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third Party Claim”); , provided that the Indemnified Party maysuch written notice shall only be deemed to be a “Defense Notice” hereunder, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay only be entitled to investigate, contest or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought settle such Third Party Claim, which release shall release the Indemnified Party from any Liabilityif, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlementwritten notice, which consent shall not be unreasonably withheld or delayed. 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 unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify and to keep indemnified in full the persons to be indemnified hereunder with respect to such Third Party Claim and to discharge in full any cost or expense arising out of such investigation, contest or settlement and, in the case where Seller is the Indemnifying Party, has provided evidence of its wherewithal to assume such defense. Notwithstanding the Indemnifying Party’s election to assume the defense thereof and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such a Third Party Claim, the Indemnified Party shall have the right to participate in (but not settle, compromise or pay control) the defense of any such Third Party Claim for with its own counsel at its own expense, unless separate representation is necessary to avoid a conflict of interest, in which it seeks indemnification hereunder without case such representation shall be at the prior written consent expense of the Indemnifying Party. In the event that the Indemnifying Party shall fail to deliver the Defense Notice to the Indemnified Party within said 20-day period, (i) the Indemnified Party shall have the right to undertake sole control over said defense, compromise, or, subject to the provisions set forth below, settlement of such Third Party Claim, (ii) the Indemnifying Party will reasonably cooperate with and, at its sole expense, make available to the Indemnified Party such assistance and materials as it may reasonably request, and (iii) the Indemnifying Party may at its sole expense participate in (but not control) the defense assisted by counsel of its own choosing, and the Indemnifying Party, if it is required to provide indemnification under this Agreement, will be liable for all costs, including reasonable attorneys’ fees and expenses, and settlement amounts paid or incurred in connection therewith. The Parties shall make available to each other all relevant information in their possession relating to any such Third Party Claim and shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense thereof.

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the rightSubject to Section 10.04 hereof, but not the obligation, upon written notice to the if an Indemnified Party within twenty (20) Business Days following receipt asserts a claim for indemnification hereunder because of notice thereof, to investigate, contest, assume the defense of or settle any a claim or demand made, or any an action, Proceeding proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third Party Claim”); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing Section 10.01 hereof without regard to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claimdollar limitations set forth in Section 10.01 (an "Asserted Liability"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 10.02 hereof, be delivered no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to an Asserted Liability in a timely manner as specified in the preceding sentence shall not settlebe deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability, compromise or pay any Third but the amount of reimbursement to which the Indemnified Party Claim for is entitled shall be reduced by the amount, if any, by which it seeks the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the failure to deliver a Claims Notice with respect to an Asserted Liability within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder without the prior written consent of the Indemnifying Partyfor Losses in connection with such Asserted Liability.

Right to Contest Claims of Third Parties. (a) The Indemnifying Party shall have the right, but not the obligation, upon written notice to the If an Indemnified Party within twenty (20) Business Days following receipt asserts, or may in the future seek to assert, a claim for indemnification hereunder because of notice thereof, to investigate, contest, assume the defense of or settle any a claim or demand made, or any an action, Proceeding proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII 7 (a “"Third Party Claim”"); provided that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Party Claim through representatives and counsel of its own choosing; and, provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settledeliver to the Indemnifying Party a Claims Notice with respect thereto, compromise or pay which Claims Notice shall, in accordance with the provisions of Section 7.3, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Third Party Claim for which it seeks is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder without for Losses in connection with such claim, but the prior written consent amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to a Third Party Claim within twenty (20) Business Days of the Indemnifying Indemnified Party's receipt of written notice of such Third Party Claim shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Third Party Claim.

Right to Contest Claims of Third Parties. If an Indemnified Party asserts a claim for indemnification hereunder because of a claim made by any claimant not a party to this Agreement, the Indemnified Party shall give the other party or parties reasonably prompt notice thereof, but in no event more than three (a3) business days after said assertion is actually known to the Indemnified Party. The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party within twenty (20) Business Days following receipt of notice thereofParty, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contestsecure, assume the defense of contest or settle any the claim or demand made, or any action, Proceeding or investigation instituted, alleged by any Person not such third party (hereinafter called a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article VIII (a “Third "Third-Party Claim”"); , provided that the Indemnified Party may, at its option and may participate voluntarily at its own expense, participate in the investigation, contesting, defense or settlement of any such Third Third-Party Claim through representatives and counsel of its own choosing; and, choice. Except as expressly provided further, that the Indemnifying Party shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party from any Liability, or (iii) the Indemnified Party shall have consented otherwise in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. 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 and for any period during which the interests of the Indemnifying Party and Indemnified Party may conflict, giving rise to the right of the Indemnified Party to employ counsel of its own choosing. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claimthis Section 5.3, the Indemnified Party shall not settle, settle or compromise or pay any Third Third-Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying, Party (which shall not be unreasonably withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control -------------------------------------------------------------------------------- ORIGINAL CONFIDENTIAL. PAGE: 14 Asset Purchase Agreement World Diagnostics,Inc. Health Tech International, Inc. Initial: Initial: of the defense of such Third-Party Claim after notification thereof as provided in this Section 5.3. Except as provided otherwise in the immediately preceding paragraph with regard to the Indemnified Party's voluntary participation, the Indemnifying Party shall bear all costs of such Tnird-Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses of such Third-Party Claim. Unless and until the Indemnifying Party elects to defend the Third-Party Claim the Indemnified Party shall have the full right, at its option, to do so and to look to the Indemnifying Party under the provisions of this Agreement for the amount of the costs, if any, of defending the Contest. The failure of the Indemnifying Party to respond in writing to the aforesaid notice Of the Indemnified Party with respect to such Third-Party Claim within ten (10) business days after receipt thereof shall be deemed an election not to defend the same. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, including any litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, setting such claim or litigation, after giving notice of the same to the Indemnifying Party., on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not to control) the defense of such action, with its own counsel at its own -------------------------------------------------------------------------------- ORIGINAL CONFIDENTIAL. PAGE: 15 Asset Purchase Agreement World Diagnostics,Inc. Health Tech International, Inc. Initial: Initial: