Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business.

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of receipt by any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Buyer Indemnified Party or a Bona Vida Seller Indemnified Party (the each, an “Third Party Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may seek indemnification be made against the Bona Vida Shareholders or BCC, respectively any indemnifying party (the “Third Party Indemnifying Party”) pursuant to this Section 5.6ARTICLE VII, the Third give such Indemnifying Party Indemnified Party shall give written notice thereof of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to the Third Party Indemnifying Party. Failure to provide give such notice shall not relieve the Third Party any Indemnifying Party of any of its indemnification obligations under contained in this Section 5.6ARTICLE VII, except where, and solely to the extent that, such failure actually prejudices the rights of any actual damage caused by that failuresuch Indemnifying Party. The Third If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within twenty (20) days of such notice, such Indemnifying Party shall have the right to assume the defense of any Action with one law firm defend, at its own expense and by its own counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend any such matter involving the action resulting from asserted Liability of the Action or otherwise respond to Indemnified Party; provided, however, that the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend participate in the action resulting from the Action by counsel of its own choosing, but defense or such asserted Liability at the cost Indemnified Party’s own expense. In any event, the Indemnified Party and expense its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, or shall not respond within twenty (20) days of notice of such claim, in accordance with the provisions hereof, any of the Third Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. The Third Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any Action against itclaim, and recover from subject to obtaining consent to the Third Party settlement of such claim by the Indemnifying Party any amount paid in settlement (which consent shall not be unreasonably withheld, delayed or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessconditioned).

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge becoming aware of any third party Action claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders one or BCC, respectively more other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Agreement, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under Section 7.1 or this Section 5.67.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Actionclaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof of the proposed settlement or compromise to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Actionclaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Actionclaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party Party, provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require only the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on by the Third Party Indemnified Party or its businessIndemnifying Party.

Third Party Claims Procedure. In the event that any Indemnified Party seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (i) Promptly (without prejudice to the right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any event within five days after the service of any summons compromise, settlement or other documentstrategic decision relating thereto) after acquiring knowledge of any third party Action for which one to defend or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “prosecute such Third Party Indemnified Party”) may seek indemnification against Claim at its own expense through counsel of its own choosing if the Bona Vida Shareholders or BCC, respectively (the “Third Indemnifying Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the "ELECTION PERIOD"). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. Failure If (i) the Election Period expires or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to provide notice shall not relieve defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of its obligations under this Section 5.6, except to the extent reasonable costs and expenses (including reasonable attorney's fees) associated therewith. Notwithstanding the assumption of the defense of any actual damage caused by that failure. The Third Party Claim by the Indemnified Party pursuant to this paragraph, the Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that approve the terms of the settlement or compromise provide for the unconditional release of the any Third Party Indemnified PartyClaim, require the payment of monetary damages only, is which approval shall not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party be unreasonably delayed or its businesswithheld.

Third Party Claims Procedure. (i) Promptly (and in In the event that any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or seeks indemnification hereunder based on a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Claim, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable (without prejudice to the Third Party right of the Indemnified Party upon delivery of notice to that effect employ separate counsel at its own expense and to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party participate in the defense of such Action, the Third Party Indemnified Claim and in any compromise, settlement or strategic decision relating thereto) to control the defense or prosecution of such Third Party shall have the right to defend the action resulting from the Action by Claim at its own expense through counsel of its own choosing, but at choosing if the cost and expense Indemnifying Party gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice, or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the “Election Period”). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. The If (i) the Election Period expires, or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have be entitled prosecute or defend the right to settle or compromise any Action against it, Third Party Claim and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent all of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings reasonable costs and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessexpenses (including reasonable attorney’s fees) associated therewith.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to Claim; provided that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in may so elect to undertake the defense of such Actionclaim without the consent of the Indemnified Party only if such claim involves solely money damages and if the adverse determination of such claim, singly or in the aggregate, would not reasonably be expected to have a material adverse effect on the business of the Indemnified Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to defend undertake the action resulting from the Action by defense of such Third Party Claim through counsel of its own choosing, but at the cost and expense of . The Party that defends the Third Party Indemnifying Party. The Third Claim shall keep the other Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent fully advised of the Third Party Indemnified Party provided that the terms progress and disposition of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businesssuch claim.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to Claim; provided that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in may so elect to undertake the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party claim without the consent of the Third Party Indemnified Party provided that only if such claim involves money damages and if the terms adverse determination of such claim, singly or in the settlement or compromise provide for the unconditional release of the Third Party Indemnified Partyaggregate, require the payment of monetary damages only, is would not likely to result in criminal proceedings and is not likely reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, further, the Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its businessown expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall keep the other party fully advised of the progress and disposition of such claim.

Third Party Claims Procedure. (i) Promptly (and in any event Each of the parties hereto, within five (5) days after the service of process upon either of them in a lawsuit, including any summons or other document) after acquiring knowledge notices of any third party Action for court action or administrative action (or any other type of action or proceeding), or promptly after either of them, to its respective knowledge, shall become subject to, or possess actual knowledge of, any damage, liability, loss, cost, expense, or claim to which one or more any of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCCprovisions set forth in this Agreement relate, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Partyother party setting forth the facts relating to the claim, damage, or loss, if available, and the estimated amount of the same. Failure to provide “Promptly” for purposes of this Section 11.3 shall mean giving notice within ten (10) days, provided that the failure promptly notify the indemnifying party shall not relieve operate to waive, reduce or extinguish the Third Party Indemnifying Party indemnified party’s rights hereunder unless such failure materially prejudices the indemnifying party. Upon receipt of such notice relating to a lawsuit, the indemnifying party shall be entitled to (i) participate at its obligations under this Section 5.6own expense in the defense or investigation of any claim or lawsuit or (ii) assume the defense thereof, except in which event the indemnifying party shall not be liable to the extent indemnified party for legal or attorney fees thereafter incurred by such indemnified party in defense of such action or claim; provided, that if the indemnified party may have any actual damage caused by that failure. The Third Party Indemnifying Party unindemnified liability out of such claim, such party shall have the right to approve the counsel selected by the indemnifying party, which approval shall not be withheld unreasonably. If the indemnifying party assumes the defense of any claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter be borne by such party and such party shall have the authority to compromise and settle such claim or lawsuit, or to appeal any adverse judgment or ruling with the cost of such appeal to be paid by such party; provided, however, if the indemnified party may have any unindemnified liability arising out of such claim or lawsuit the indemnifying party shall have the authority to compromise and settle each such claim or lawsuit only with the written consent of the indemnified party, which shall not be withheld unreasonably. The indemnified party may continue to participate in any litigation at its expense after the indemnifying party assumes the defense of such action. In the event the indemnifying party does not elect to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action a claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Actionlawsuit, the Third Party Indemnified Party indemnified party shall have authority to compromise and settle such claim or lawsuit only with the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that indemnifying party, which consent shall not be unreasonably withheld, or to appeal any adverse judgment or ruling, with all costs, fees, and expenses indemnifiable under this Agreement to be paid by the terms indemnifying party. Upon the indemnified party’s furnishing to the indemnifying party an estimate of any loss, damage, liability, or expense to which the settlement or compromise provide for indemnification provisions of this Agreement relate, the unconditional release indemnifying party shall pay to the indemnified party the amount of such estimate within ten (10) days of receipt of such estimate, unless the Third Party Indemnified Party, require the payment of monetary damages only, is not likely indemnifying party in good faith disputes its liability with respect to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessany such claim.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Article 5, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business.

Third Party Claims Procedure. In the event that any Indemnified Party seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (i) Promptly (without prejudice to the right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any event within five days after compromise, settlement or strategic decision relating thereto; provided that if the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida reasonably determines that representation by the Indemnifying Party’s counsel of the Indemnifying Party and the Indemnified Party (may present such counsel with a conflict of interests, then the “Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel) to defend or prosecute such Third Party Indemnified Party”) may seek indemnification against Claim at its own expense through counsel of its own choosing if the Bona Vida Shareholders or BCC, respectively (the “Third Indemnifying Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the “Election Period”). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. Failure If (i) the Election Period expires or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to provide notice shall not relieve defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of its obligations under this Section 5.6, except to the extent reasonable costs and expenses (including reasonable attorney’s fees) associated therewith. Notwithstanding the assumption of the defense of any actual damage caused by that failure. The Third Party Claim by the Indemnified Party pursuant to this paragraph, the Indemnifying Party shall have the right to assume approve the defense terms of settlement of any Action with one law firm reasonably acceptable to the Third Party Claim, which approval shall not be unreasonably delayed or withheld. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party upon delivery of notice shall not pay or settle any such claim without the Indemnifying Party’s consent, which consent shall not to that effect to the Third Party Indemnified Partybe unreasonably delayed or withheld. If the Third Indemnifying Party is not contesting such claim in good faith, then the Indemnified Party may conduct and control, through counsel of their own choosing and at the expense of the Indemnifying Party, after written notice from the Third Party Indemnified Partysettlement or defense thereof, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have cooperate with them in connection therewith. The failure of the right to settle or compromise any Action against the Third Party Indemnified Party without to participate in, conduct or control such defense shall not relieve the consent Indemnifying Party of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to any obligation they may have a Material Adverse Effect on the Third Party Indemnified Party or its businesshereunder.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have Claim; provided that the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof may so elect to undertake the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party defense of -------- ---- such claim without the consent of the Third Party Indemnified Party provided that only if such claim involves money damages and if the terms adverse determination of such claim, singly or in the settlement or compromise provide for the unconditional release of the Third Party Indemnified Partyaggregate, require the payment of monetary damages only, is would not likely to result in criminal proceedings and is not likely reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, further, the -------- ------- Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its businessown expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third 42 Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall keep the other party fully advised of the progress and disposition of such claim.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC receipt by an Indemnified Party or of notice of a Bona Vida Third Party Claim with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or any Shareholder Losses (as the “Third case -41- may be), such Indemnified Party will notify the Indemnifying Party promptly following the Indemnified Party”) may seek indemnification against 's receipt of such complaint or of notice of the Bona Vida Shareholders commencement of such audit, investigation, action or BCCproceeding; provided, respectively (however, that the “Third failure to so notify the Indemnifying Party will relieve the Indemnifying Party”) pursuant Party from liability under this Agreement with respect to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof such claim only to the Third extent that, such failure to notify the Indemnifying Party Indemnifying Party. Failure results in the prejudice to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except rights and defenses otherwise available to the extent Indemnifying Party with respect to such claim; provided, further, that the Indemnifying Party may assume such defense under a reservation of any actual damage caused by rights that failurethe Indemnified Party may not be entitled to indemnification hereunder. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within ten (10) days thereafter assuming full responsibility for any Purchaser Losses or Shareholder Losses (as the case may be) resulting from such Third Party Indemnifying Party shall have the right Claim, to assume the defense of any Action with one law firm such audit, investigation, action or proceeding, including the employment of counsel reasonably acceptable satisfactory to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in payment of the defense fees and disbursements of such Actioncounsel. Notwithstanding the foregoing, the Third Party such Indemnified Party shall have the right to defend employ separate counsel at the action resulting from the Action by counsel of Indemnifying Party's expense and to control its own choosingdefense of such action or proceeding if, but at in the cost reasonable opinion of counsel to such Indemnified Party, (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the named parties to any proceeding (including any impleaded parties) include both the Indemnifying Party and expense an Indemnified Party and (a) representation of both parties by the same counsel, or conduct by the Indemnifying Party of the defense of the Indemnified Party, would be inappropriate due to actual or potential differing interests between the Indemnifying Party and such Indemnified Party or (b) there may be defenses available to the Indemnified Party which are different from, or in addition to, the defenses available to the Indemnifying Party, or (iii) the Indemnifying Party fails to assume the defense of the proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in each case in a timely manner; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any single jurisdiction in one Third Party Indemnifying PartyClaim. The In any Third Party Claim for which the Indemnifying Party has assumed the defense, the Indemnified Party shall will have the right to settle or compromise any Action against it, participate in such matter and recover from the Third Party to retain its own counsel at such Party's own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense of any amount paid in settlement or compromise thereof, if it matter the defense of which the Indemnifying Party has given written notice thereof to the Third Party assumed. The Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right cooperate in good faith with respect to settle or compromise the defense of any Actionsuch matter. The Third Indemnified Party will (and will cause the respective officers, directors, employees, auditors and agents of the Indemnified Party) provide the Indemnifying Party shall have and its counsel and other advisors full access, during reasonable business hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), contracts, financial statements, books, records and other information pertaining to the right defense of any such matter, subject to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessan appropriate confidentiality agreement.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party "Indemnified Party”") may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party "Indemnifying Party”") pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business.