Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which an indemnifying party (an “Indemnifying Party”) may have Liability to any Indemnified Party hereunder, is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government Entity, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Third-Party Claim Indemnification Procedures. (a) In the event that any If an indemnification claim or demand for which an indemnifying party (an “Indemnifying Party”) may have Liability to made by any Indemnified Party hereunder, is asserted against or sought to be collected from any Indemnified Party by under this Article VIII involves a third party claim (a “Third Party Claim”), such Indemnified Party shall (a) promptly notify the indemnifying party (an “Indemnifying Party”) of all relevant information concerning the Third Party Claim known to such Indemnified Party (provided that failure to so notify the Indemnifying Party in writing of such Third Party Claim, will only relieve the amount or the estimated amount of damages sought thereunder indemnification obligation if and to the extent then ascertainable, any other remedy sought thereunder, and any other such failure results in material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement prejudice with respect to such Third Party Claim. The ) and (b) give the Indemnifying Party shall have 30 days after receipt full opportunity to control the defense of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim (using counsel reasonably acceptable to such Indemnified Party); provided that the Indemnified Party can participate in any proceeding to defend such Third Party Claim, represented by counsel of its choosing, at its own cost and expense unless the Indemnifying Party and the Indemnified Party are both named as parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which event the Indemnified Party shall be entitled to employ one counsel to represent it. If, after notice thereof, the Indemnifying Party fails to promptly assume the defense of a Third Party Claim for which indemnification is claimed hereunder (but in any event within thirty (30) days of receiving notice of the Third Party Claim from the Indemnified Party), or, after having assumed defense of such claim, fails to diligently conduct such defense, the Indemnified Party may assume the defense thereof, and shall be indemnified for the cost and expense of such defense (to the extent such Indemnified Party is entitled to indemnification hereunder). If the Indemnified Party shall have employed counsel as described in the foregoing sentences, the reasonable fees and expenses of such counsel shall be included in the calculation of Losses with respect to the Third Party Claim. No Indemnified Party may be bound by any compromise or settlement of a Third Party Claim without its consent (not to be unreasonably withheld, conditioned or delayed) unless (i) the Third sole relief is monetary damages for which the Indemnified Party Claim has been brought or asserted by a Government Entityshall be fully indemnified, and (ii) there is a conflict no finding or admission of interest that would make it inappropriate (on advice any violation of counsel) for the same counsel to represent both the Law or rights of any person or entity. The Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defend, shall not compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for without the purposes of this Agreement Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or any delayed) unless such compromise or settlement effected without its consent (which may not be unreasonably withheld)A) does result in any indemnifiable Losses or (B) fully releases the Indemnifying Party of any Liability under this Article VIII.

Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which an indemnifying party a Person from whom indemnification is sought under this Article IX (an the “Indemnifying Party”) may have Liability liability to any Person claiming indemnification under this Article IX (the “Indemnified Party hereunderParty”) hereunder (which, for the avoidance of doubt, shall not include any claim for which the Indemnified Party’s sole recourse is under the R&W Insurance Policy) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall shall, promptly following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party ClaimClaim including reasonable details with respect thereto, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunderand, and to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a such Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially damaged or prejudiced therebyas a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. Subject to the limitations set forth in Section 9.2(b), the Indemnifying Party shall have thirty (30) days after receipt of a Claim Notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Indemnifying Party, of the settlement or defense of the applicable Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, further, that the fees and expenses of such counsel shall be borne by such Indemnified Party. In the event the Indemnifying Party assumes conduct and control of a Third Party Claim, the Indemnifying Party shall not, except with the consent in writing of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (y) does not include as a term thereof the giving by the Person(s) asserting such Claim against the Indemnified Party of an express and unconditional release from all liability with respect to such Third Party Claim. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim; provided, that if the Indemnified Party does pay or settle such Third Party Claim it shall waive any right to indemnity by the Indemnifying Party for the Losses set forth in the Claim Notice solely with respect to such matters that have been paid or settled unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party objects to or contests all or any part does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice that it elects to undertake the defense of the applicable Third Party Claim, the Indemnified Party shall be free have the right to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt of contest the Claim Notice (at the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government Entity, (ii) there is a conflict expense of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case provided that the Indemnified Party may retain shall not enter into any settlement of, or consent in writing to entry of any judgment with respect to, such [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the exclusive right to defend, compromise type that the Registrant treats as private or settle such confidential. Third Party Claim, but without the consent of the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld, conditioned or delayed).

Third-Party Claim Indemnification Procedures. (a) In Promptly following the event that any claim or receipt of notice by the Parent Indemnitees of a Third Party Claim which they believe may result in a demand for which an indemnifying party (an “Indemnifying Party”) may have Liability to any Indemnified Party hereunderindemnification, is asserted against or sought to be collected from any Indemnified Party Parent shall notify the Company Indemnitees of such claim. Promptly following the receipt by the Company Indemnitees of notice of a third party (a “Third Party Claim”), such Indemnified Party Claim which they believe may result in a demand for indemnification shall promptly notify the Indemnifying Party in writing Parent of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the claim. The failure timely to give a Claim Notice such notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party its obligations under this Agreement except to the extent that the Indemnifying Party is substantially prejudiced therebyas a result of the failure to give such notice. Within fifteen (15) business days after receipt of the notice by the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall notify the Indemnified Party whether it elects to control the defense of the Third Party Claim. If the Indemnifying Party objects elects to or contests all or any part undertake the defense of the such Third Party Claim, it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing without qualification its indemnification obligations as provided in this Agreement to the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect as to such Third Party Claim. The Indemnifying Party shall have 30 days after Upon receipt of the Claim Notice (the “Notice Period”) to notify such acknowledgment, the Indemnified Party that it desires shall not be entitled to costs and expenses, including legal costs and expenses, from and after the assumption of the defense by the Indemnifying Party. If the Indemnifying Party elects not to defend the Indemnified Third Party against Claim or fails to pursue such Third Party Claim unless (i) diligently, the Indemnified Party shall have the right to undertake, conduct and control the defense of such Third Party Claim through counsel of its own choosing. The party that litigates or contests the Third Party Claim has been brought or asserted by a Government Entityshall keep the other party fully advised of the progress and disposition of such claim, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) part not defending the Third Party claims seeks injunctive or equitable remedies other than monetary damages against claim shall have the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defend, compromise or settle such Third Party Claim, but participate in the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without defense at its consent (which may not be unreasonably withheld)own cost.

Third-Party Claim Indemnification Procedures. If a claim arises as to which Pure Cycle is entitled to indemnification from Seller hereunder or if a claim arises as to which Seller is entitled to indemnification from Pure Cycle, the party entitled to indemnification (athe “Indemnified Party”) In shall endeavor to advise the event that any claim or demand for which an indemnifying other party (an the “Indemnifying Party”) may have Liability of the claim within five (5) business days after receipt of a summons, or within twenty (20) business days after receipt of other written communication giving information as to any the nature of the claim, by the Indemnified Party hereunderParty, is asserted against or sought provided that failure to be collected from any so notify shall not limit the Indemnified Party by a third party (a “Third Party Claim”), Party’s right to indemnification under Section 8.6 unless such Indemnified Party shall promptly notify failure materially prejudices the ability of the Indemnifying Party in writing of to defend such Third third party claim and then only to such extent. The Indemnifying Party Claim, shall not be liable or responsible for any expenses which are incurred by the amount or the estimated amount of damages sought thereunder Indemnified Party before such notice has been given to the extent then ascertainableIndemnifying Party, nor bound by any other remedy sought thereundersettlements made by the Indemnified Party before such notice. The Indemnifying Party shall, and any other material details pertaining thereto within the lesser of twenty (a “Claim Notice”); provided20) days after receipt of notification of the claim from the Indemnified Party or five (5) days before an answer is required to be filed, however, that advise the failure timely to give a Claim Notice shall not relieve Indemnified Party whether the Indemnifying Party will undertake the defense of any Liability that it may have to any such claim on behalf of the Indemnified Party except and, if so, shall specify the name of the attorney who will handle the matter, which attorney shall be reasonably satisfactory to the extent Indemnified Party and shall not have any present or potential conflict in representing the Indemnifying Party is prejudiced therebyinterests of both parties. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt of the Claim Notice (the “Notice Period”) to notify timely notifies the Indemnified Party that it desires will undertake the defense of such claim and agrees that it is legally obligated to defend indemnify the Indemnified Party against hereunder and shall thereafter diligently provide such Third Party Claim unless (i) defense, such counsel shall have control of the Third Party Claim has been brought or asserted by a Government Entitydefense, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both but the Indemnified Party may participate in the defense with its own counsel paid for by the Indemnified Party, and the Indemnified Party shall not settle or compromise such claim without the prior consent of the Indemnifying Party, (iii) which consent shall not be unreasonably withheld. If the Indemnifying Party fails timely to advise the Indemnified Party that it will undertake the defense of such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against claim on behalf of the Indemnified Party, in which case fails to agree that it is legally obligated to indemnify the Indemnified Party hereunder or fails diligently to pursue such defense, the Indemnified Party may retain undertake the exclusive right to defenddefense of such claim with its own counsel and may settle or compromise such claim in its sole discretion, compromise or settle such Third Party Claim, but all at the expense of the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Party.

Third-Party Claim Indemnification Procedures. (a) In The obligations and liabilities of an Indemnifying Party under this Article V with respect to Losses arising from claims of any third party which are subject to the event that indemnification provided for in this Article V (“Third-Party Claims”) shall be governed by and contingent upon the terms and conditions set forth in this Section 5.3. If any claim Person entitled to indemnification pursuant to Section 5.2(a) or demand for which an indemnifying party 5.2(b) (an “Indemnifying Indemnified Party”) may have Liability to shall receive notice of any Indemnified Party hereunder, is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Third-Party Claim, the amount or Indemnified Party shall give the estimated amount Indemnifying Party notice of damages sought thereunder to such Third-Party Claim promptly upon the extent then ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto (a “Claim Notice”)receipt by the Indemnified Party of such notice; provided, however, that the failure timely to give a Claim Notice provide such notice shall not relieve release the Indemnifying Party from any of any Liability that it may have to any Indemnified Party its respective obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced therebyby such failure. If The notice of claim shall describe in reasonable detail the Indemnifying Party objects facts known to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect giving rise to such Third Party Claimindemnification claim, and the amount or good faith estimate of the amount arising therefrom. (b) The Indemnifying Party shall have 30 days after receipt be entitled to assume and control the defense of a Third-Party Claim at its expense and through counsel of its choice (such counsel to be reasonably acceptable to the Claim Notice (the “Notice Period”Indemnified Party) if it gives notice of its intention to notify do so to the Indemnified Party that it desires to defend within fifteen (15) days after the receipt of such notice from the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government EntityParty; provided, (ii) however, if there is exists a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such Third defense against any such Third-Party Claim relates as provided above, the Indemnifying Party shall conduct the defense of the Third-Party Claim actively and diligently and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to Taxesthe Indemnifying Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or (iv) under the Third Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party claims seeks injunctive is, directly or equitable remedies other than monetary damages indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in which case the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party may retain the exclusive right to defend, compromise or settle Party. No such Third Party Claim, but the Indemnifying Party will not be bound by any determination of any Third Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).settled 16

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any MHC Indemnified Party or Operations Indemnified Party (aeach an "INDEMNIFIED PARTY") shall be asserted and resolved as set forth in this Section 8.4 In the event that any written claim or demand for which an indemnifying party a Party (an “Indemnifying Party”"INDEMNIFYING PARTY") may have Liability be required to any Indemnified Party hereunder, pay an indemnity hereunder pursuant to Sections 8.2 or 8.3 hereof is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”)party, such Indemnified Party shall promptly (and in any event within 10 days of receipt by such Indemnified Party of notice of such claim) notify the Indemnifying Party in writing of such Third Party Claim, claim or demand and the amount or the estimated amount of damages sought thereunder thereof to the extent then ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto feasible (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice which estimate shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part be conclusive of the Third Party Claim, final amount of such claim and demand) (the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim"CLAIM NOTICE"). The Indemnifying Party shall have 30 days after from its receipt of the Claim Notice (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Party whether it will undertake the defense of such claim or demand. Notwithstanding anything herein to the contrary, if the Indemnifying Party undertakes the defense of such claim or demand, the undertaking of such defense shall constitute acceptance of responsibility for such claim or demand and the Indemnifying Party shall be fully responsible for such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided that it shall comply with reasonable instructions from the Indemnifying Party and shall not take any formal actions inconsistent with or adverse to the defense of such claim or demand by the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one counsel to represent it if the Indemnified Party believes, based upon the advice of counsel, that it may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not settle a claim or demand without the consent of the Indemnified Party to the extent a settlement (A) imposes (i) any monetary obligation on the Indemnified Party (other than any such amount as is subject to indemnification under this Article VIII) or (ii) a future non-monetary obligation on the Indemnified Party, (B) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect thereto, or (C) requires any undertaking or admission by such Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought claim or asserted demand, whether by a Government Entity, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall diligently conduct the defense and the reasonable costs and expenses pertaining to such defense shall be the liability of the Indemnifying Party hereunder; provided that in any case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, (iii) such Third which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party Claim relates shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to Taxes, or (iv) consult with the Third Party claims seeks injunctive or equitable remedies other than monetary damages against employees and counsel of the Indemnified Party, in . Regardless of which case Person assumes control of the Indemnified Party may retain the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination defense of any Third claim, each Party Claim so defended for shall cooperate and provide the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld)other Party reasonable assistance in the defense thereof.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party the Seller, the Purchaser or the Company (each, an “Indemnifying Party”) may have Liability liability to any Indemnified Party hereunder, hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Third-Party Claim”), such Indemnified Party shall promptly promptly, but in no event more than ten (10) calendar days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainableascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, and any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Third-Party Claim Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Third Indemnifying Party Claim has been brought or asserted and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by a Government Entity, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel would be inappropriate due to represent both actual or potential differing interests between them. The Indemnifying Party shall not, without the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against prior written consent of the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defendsettle, compromise or offer to settle such Third Party Claim, but the Indemnifying Party will not be bound by or compromise any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).Third-

Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which an indemnifying party a Person from whom indemnification is sought under this Article IX (an the “Indemnifying Party”) may have Liability liability to any Person claiming indemnification under this Article IX (the “Indemnified Party hereunderParty”) hereunder (which, for the avoidance of doubt, shall not include any claim for which the Indemnified Party’s sole recourse is under the R&W Insurance Policy) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall shall, promptly following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party ClaimClaim including reasonable details with respect thereto, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunderand, and to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a such Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially damaged or prejudiced therebyas a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. Subject to the limitations set forth in Section 9.2(b), the Indemnifying Party shall have thirty (30) days after receipt of a Claim Notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Indemnifying Party, of the settlement or defense of the applicable Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, further, that the fees and expenses of such counsel shall be borne by such Indemnified Party. In the event the Indemnifying Party assumes conduct and control of a Third Party Claim, the Indemnifying Party shall not, except with the consent in writing of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (y) does not include as a term thereof the giving by the Person(s) asserting such Claim against the Indemnified Party of an express and unconditional release from all liability with respect to such Third Party Claim. So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim; provided, that if the Indemnified Party does pay or settle such Third Party Claim it shall waive any right to indemnity by the Indemnifying Party for the Losses set forth in the Claim Notice solely with respect to such matters that have been paid or settled unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party objects to or contests all or any part does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice that it elects to undertake the defense of the applicable Third Party Claim, the Indemnified Party shall be free have the right to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt of contest the Claim Notice (at the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government Entity, (ii) there is a conflict expense of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case provided that the Indemnified Party may retain the exclusive right shall not enter into any settlement of, or consent in writing to defendentry of any judgment with respect to, compromise or settle such Third Party Claim, but without the consent of the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld, conditioned or delayed). [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.