Common use of Third Person Claims Clause in Contracts

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (ai) In order for Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Party Claim") that could give rise to a right of indemnification under this Agreement, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such Third Party Claim describing in reasonable detail the nature of such Third Party Claim, a copy of all papers served with respect to that Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be entitled conclusive of the final amount of such claim) and the basis for the Indemnified Party's request for indemnification under this Agreement; provided, -------- however, that the failure of the Indemnified Party to any give timely notice ------- hereunder shall relieve the Indemnifying Party of its indemnification provided for obligations under this Agreement in respect ofto the extent, arising out of or involving a claim or demand made by any third Person against but only to the Indemnified Partyextent that, such Indemnified failure materially prejudices the Indemnifying Party's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of (a) whether the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 9 with respect to that Third Party Claim and (b) if the “Third Person Claim Notice”). Thereafter, Indemnifying Party does not dispute its potential liability to the Indemnified Party shall deliver with respect to that Third Party Claim, whether the IndemnitorIndemnifying Party desires, promptlyat the sole cost and expense of the Indemnifying Party, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by to defend the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified against that Third Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorClaim.

Third Person Claims. (a) In order for a Any party to be entitled to any seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, five business days after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, 10 business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must shall notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject The failure to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice give notice as required by provided in this Section 9.4 10.5 shall not affect such Indemnified Party’s rights under this Article IX relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure is actually materially prejudicial to the rights and obligations of the Indemnitorfailure.

Third Person Claims. (a) In order for Promptly after a party to be entitled has received notice of or has actual knowledge of any Claim against it covered by a third party or the commencement of any action or proceeding by a third person with respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Partysuch Claim, such Indemnified Party party (sometimes referred to as the “Indemnitee”) shall notify give the Indemnitor in writing, and in reasonable detail, of other party (sometimes referred to as the third Person claim promptly, but in any event within ten (10“Indemnitor”) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt or commencement of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1action or proceeding; provided, however, that the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall give such notice will not affect the right to indemnification hereunder with respect to such Indemnified Party’s rights under this Article IX Claim, action or proceeding, except to the extent that the other party has been actually prejudiced as a result of such failure is actually materially prejudicial failure. If the Indemnitor has notified the Indemnitee within thirty (30) days from the receipt of the foregoing notice that it wishes to defend against the Claim, unless there exists a potential conflict of interest between the parties, then the Indemnitor shall have the right to assume and control the defense of the Claim by appropriate proceedings with counsel reasonably acceptable to the rights Indemnitee. The Indemnitee may participate in the defense, at its sole expense, of any such Claim for which the Indemnitor shall have assumed the defense pursuant to the preceding sentence, provided, however, that counsel for the Indemnitor shall act as lead counsel in all matters pertaining to the defense or settlement of such Claims, suit or proceeding other than Claims that in the Indemnitee’s reasonable judgment could have a material and obligations adverse effect on Indemnitee’s business apart from the payment of money damages. The Indemnitee shall be entitled to indemnification for the reasonable fees and expenses of its counsel for any period during which the Indemnitor has not assumed the defense of any claim. The Indemnitor may not settle any Claim without obtaining a release for the benefit of the IndemnitorIndemnitee, unless the consent of the Indemnitee is obtained.

Third Person Claims. (a) In Notwithstanding anything to the contrary contained in Section 8.3, in order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.110.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 8.4 shall not affect such Indemnified Party’s rights under this Article IX VIII except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In Notwithstanding anything to the contrary contained in Section 9.3, in order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject Notwithstanding the foregoing, subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for If a party claim by a third Person is made against an Indemnified Party (including a claim with respect to be entitled Taxes), and if such Indemnified Party intends to any indemnification provided for seek indemnity with respect thereto under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified PartyArticle VIII, such Indemnified Party shall promptly notify (i) Parent, in the Indemnitor case of indemnification sought by any Equityholder Indemnified Party, or (ii) the Representatives and the Escrow Agent, in writingthe case of indemnification sought by any Parent Indemnified Party, and in reasonable detail, writing of the third Person claim promptly, but in any event within ten such claims (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Party Claim Notice”). ThereafterThe Third Party Claim Notice shall describe (if and to the extent then known) in reasonable detail the facts giving rise to the claim for indemnification hereunder that is the subject of the Third Party Claim Notice, the Indemnified Party shall deliver amount and the method of computation of the amount of such claim, a reference to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies provision of this Agreement upon which such claim is based and all notices and documents (including court papers) received by the Indemnified Party relating material documentation relevant to the third Person claimclaim described in the Third Party Claim Notice (to the extent not previously provided under this Section 8.6). Notwithstanding A Third Party Claim Notice shall be given promptly following the foregoing, should a party be physically served with a complaint with regard claimant’s determination that facts or events are reasonably expected to give rise to a third Person claimclaim for indemnification hereunder; provided, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1that, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 give such written notice shall not affect such Indemnified Party’s rights under this Article IX relieve any Indemnitor of its obligations hereunder, except to the extent such failure is actually materially prejudicial results in actual and material prejudice to the rights parties required to provide the indemnity pursuant to this Agreement. The failure to submit all relevant documentation with a Third Party Claim Notice or otherwise abide by the procedural covenants set forth in this Section 8.6 shall not result in the purported Third Party Claim Notice not being a proper Third Party Claim Notice hereunder, except to the extent it demonstrates actual and obligations of the Indemnitormaterial prejudice by such failure.

Third Person Claims. (a) In Notwithstanding anything to the contrary contained in Section 8.1, in order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) daysBusiness Days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.18.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 8.4 shall not affect such Indemnified Party’s rights under this Article IX VIII except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for If any Southcross Indemnitee or TexStar Indemnitee (any such Person, an “Indemnified Party”) has received notice or otherwise has knowledge of any claim by any Person who is not a party to be entitled to Party or the commencement of any indemnification provided for Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement in respect of, arising out of or involving (a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim NoticeClaim”). Thereafter, the Indemnified Party shall deliver a Claim Notice with respect thereto to the IndemnitorParty obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (the “Indemnifying Party”); provided, promptlyhowever, but in any event within five (5) Business Days, after that the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating failure or delay to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must so notify the Indemnitor with a copy of Indemnifying Party shall not relieve the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of Indemnifying Party from liability for such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent that such failure is actually materially prejudicial or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the rights Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and obligations the basis of such Third Person Claim. The Indemnifying Party shall have the right to defend and settle any such Third Person Claim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to the Indemnified Party (within five Business Days of its receipt of the IndemnitorClaim Notice) declaring its intention to defend or settle such Third Person Claim.

Third Person Claims. (a) In order for a Any party to be entitled to any seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party (a “Third Person Claim”) shall notify the Indemnitor in writing, and in reasonable detail, of the third Third Person claim promptly, but in any event Claim within ten fifteen (1015) days, Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five ten (510) Business Days, Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to such Third Person Claim (a “Third Person Claim Notice”). Any notice of a claim by reason of any of the third representations, warranties or covenants contained in this Agreement shall refer to the provision of this Agreement upon which such claim is based and describe in reasonable detail (to the extent known) the facts giving rise to an alleged basis for the claim and the amount of the liability asserted against the Indemnitor by reason of such Third Person claim. Notwithstanding Claim; provided, however, that the foregoing, should a party be physically served with a complaint with regard to a third Person claim, failure or delay of the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to give notice to the Indemnitor promptly, but as provided in any event within seven this Section 11.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially and actually prejudiced by such failure. The Indemnitor shall have fifteen (715) Business Days, after Days (or such lesser number of days as set forth in the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as may be required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to court proceeding in the extent such failure is actually materially prejudicial to the rights and obligations event of a litigated matter) after receipt of the IndemnitorThird Person Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Person Claim.

Third Person Claims. (ai) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such An Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the a third Person claim promptly, but in any event within ten (10) days, for which the Indemnified Party is seeking indemnification hereunder promptly after receipt by such Indemnified Party of written notice of the third Person claimclaim provided, which however, that the failure of any Indemnified Party to give such notification must include a copy notice as required by this Section 7.1(e) shall not affect such Indemnified Party’s rights under this Article 7, except the extent such failure is actually prejudicial to the rights and obligations of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Indemnitor. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, calendar days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven five (75) Business Days, calendar days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject claim (or in each case such earlier time as may be necessary to Section 11.1enable the Indemnitor to respond to the court Proceedings on a timely basis); provided, however, that the failure of any Indemnified Party to give such notice promptly provide a Third Person Claim Notice as required by this Section 9.4 7.1(e) shall not affect such Indemnified Party’s rights under this Article IX 7, except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for Promptly after any party entitled to indemnification under Sections 8.02 or 8.03 hereof (in such capacity, an “Indemnified Party”) has received notice of or has knowledge of any claim by a Person not a party to be entitled to this Agreement (a “Third Person”), or of the commencement of any indemnification provided for action or proceeding by a Third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement in respect of(a “Third Person Claim”), arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify give to the Indemnitor party obligated to provide indemnification pursuant to Sections 8.02 or 8.03 hereof (in writingsuch capacity, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10“Indemnifying Party”) days, after receipt by such Indemnified Party of prompt written notice of such claim or the third Person claim, which commencement of such notification must include action or proceeding (a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). ThereafterSuch Claim Notice shall state the nature and the basis of such Third Person Claim and (to the extent feasible) a reasonable estimate of the amount being claimed (which estimate will not be conclusive of the final amount of such Third Person Claim). Except as Section 8.01 sets forth, the failure to promptly deliver a Claim Notice will not relieve the Indemnifying Party of its obligations to the Indemnified Party shall deliver with respect to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a related Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure that the resulting delay is actually materially prejudicial to the rights defense of that Third Person Claim. Notwithstanding the foregoing and obligations the following provisions of Section 8.04(b), Buyer shall be deemed to have delivered a sufficiently detailed Claim Notice with respect to each of the Indemnitoritems set forth in Schedule 8.02 and with respect to each of the Existing Environmental Conditions referenced in clause (v) of Section 8.02(a) as to which Remediation Activities have been initiated prior to the Closing Date, and, to the extent any such items may involve any defense of any Third Person Claims, Shareholders shall be deemed to have elected to assume the defense of such Third Person Claims in accordance with the provisions of Section 8.04(b).

Third Person Claims. (a) In order for a party Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, promptly after receipt by such Indemnified Party of written notice of the third Person claim; provided, which however, that the failure of any Indemnified Party to give such notification must include a copy notice promptly as required by this Section 8.4(a) shall not affect such Indemnified Party’s rights under this Section 8 except to the extent such failure is actually prejudicial to the rights and obligations of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Indemnitor. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party Person be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, calendar days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven five (75) Business Days, calendar days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject claim (or in each case such earlier time as may be necessary to Section 11.1, enable the failure of any Indemnified Party Indemnitor to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except respond to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitorcourt proceedings on a timely basis).

Third Person Claims. (ai) In order for Promptly after any party hereto (herein ------------------- the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Party Claim") that could give rise to a right of indemnification under this Agreement, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (herein the "Indemnifying Party"), give the Indemnifying Party written notice of such Third Party Claim describing in reasonable detail the nature of such Third Party Claim, a copy of all papers served with respect to that Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be entitled conclusive of the final amount of such claim) and the basis for the Indemnified Party's request for indemnification under this Agreement; provided, however, that the failure -------- ------- of the Indemnified Party to any give timely notice hereunder shall relieve the Indemnifying Party of its indemnification provided for obligations under this Agreement in respect ofto the extent, arising out of or involving a claim or demand made by any third Person against but only to the Indemnified Partyextent that, such Indemnified failure materially prejudices the Indemnifying Party's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of (a) whether the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 11 with respect to that Third Party Claim and (b) if the “Third Person Claim Notice”). Thereafter, Indemnifying Party does not dispute its potential liability to the Indemnified Party shall deliver with respect to that Third Party Claim, whether the IndemnitorIndemnifying Party desires, promptlyat the sole cost and expense of the Indemnifying Party, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by to defend the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified against that Third Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorClaim.

Third Person Claims. (a) In order for If a claim by a third Person is made against an Indemnified Party, and if such party intends to be entitled to any indemnification provided for seek indemnity with respect thereto under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified PartyArticle XII, such Indemnified Party shall promptly notify Seller. Seller shall have 20 days after receipt of such notice to acknowledge and agree to fully and completely indemnify Purchaser, undertake, conduct and control, through counsel of its own choosing and at its own expense, the Indemnitor in writingsettlement or defense thereof, and the Indemnified Party shall cooperate with it in reasonable detailconnection therewith at the cost of Seller; provided, of that the third Person claim promptly, but Indemnified Party may participate in any event within ten (10) days, after receipt such settlement or defense through counsel chosen by such Indemnified Party of written notice of the third Person claim, which and paid at its own expense. So long as Seller is reasonably contesting any such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafterin good faith, the Indemnified Party shall deliver to not pay or settle any such claim without the Indemnitorconsent of the Seller, promptly, but which consent shall not be unreasonably withheld. If Seller does not notify the Indemnified Party in any event writing within five (5) Business Days, 10 days after receipt of the Indemnified Party’s receipt written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify shall have the Indemnitor with a copy right to undertake the defense, compromise or settlement of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof claim and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices be fully and documents (including court papers) received completely indemnified by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorSeller.

Third Person Claims. (a) In order for a Any party to be entitled to any seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten thirty (1030) days, days after receipt by such Indemnified Party of written notice of the third Person claim. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall contain a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such notification must include a copy claim is based, the facts giving rise to an alleged basis for the claim and (if then known) the amount or method of computation of the written notice liability asserted against the Indemnitor by reason of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) 10 Business Days, Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify shall provide the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, Days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, Days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject The failure to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice give notice as required by provided in this Section 9.4 11.5 shall not affect such Indemnified Party’s rights relieve the Indemnitor of its obligations under this Article IX except XI except, and then only to the extent extent, it shall have been materially prejudiced by such failure is actually materially prejudicial to the rights and obligations of the Indemnitorfailure.

Third Person Claims. (ai) In order for Promptly after any party hereto (herein the ------------------- "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Party Claim") that could give rise to a right of indemnification under this Agreement, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (herein the "Indemnifying Party"), give the Indemnifying Party written notice of such Third Party Claim describing in reasonable detail the nature of such Third Party Claim, a copy of all papers served with respect to that Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be entitled conclusive of the final amount of such claim) and the basis for the Indemnified Party's request for indemnification under this Agreement; provided, however, that the failure of -------- ------- the Indemnified Party to any give timely notice hereunder shall relieve the Indemnifying Party of its indemnification provided for obligations under this Agreement in respect ofto the extent, arising out of or involving a claim or demand made by any third Person against but only to the Indemnified Partyextent that, such Indemnified failure materially prejudices the Indemnifying Party's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of (a) whether the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 11 with respect to that Third Party Claim and (b) if the “Third Person Claim Notice”). Thereafter, Indemnifying Party does not dispute its potential liability to the Indemnified Party shall deliver with respect to that Third Party Claim, whether the IndemnitorIndemnifying Party desires, promptlyat the sole cost and expense of the Indemnifying Party, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by to defend the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified against that Third Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorClaim.

Third Person Claims. (ai) In order for Promptly after any party hereto (herein the ------------------- "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Party Claim") that could give rise to a right of indemnification under this Agreement, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (herein the "Indemnifying Party"), give the 41 Indemnifying Party written notice of such Third Party Claim describing in reasonable detail the nature of such Third Party Claim, a copy of all papers served with respect to that Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be entitled conclusive of the final amount of such claim) and the basis for the Indemnified Party's request for indemnification under this Agreement; provided, however, that the failure of the Indemnified Party to any give -------- ------- timely notice hereunder shall relieve the Indemnifying Party of its indemnification provided for obligations under this Agreement in respect ofto the extent, arising out of or involving a claim or demand made by any third Person against but only to the Indemnified Partyextent that, such Indemnified failure materially prejudices the Indemnifying Party's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of (a) whether the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 11 with respect to that Third Party Claim and (b) if the “Third Person Claim Notice”). Thereafter, Indemnifying Party does not dispute its potential liability to the Indemnified Party shall deliver with respect to that Third Party Claim, whether the IndemnitorIndemnifying Party desires, promptlyat the sole cost and expense of the Indemnifying Party, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by to defend the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified against that Third Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorClaim.

Third Person Claims. (a) In order for a party to be entitled ------------------- to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, 30 days after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy . The failure of the written notice of the third Person claim that was received by the any Indemnified Party (to give such notice as required by this Section ------- 11.5 shall not affect such Indemnified Party's rights hereunder except to the “Third Person Claim Notice”)---- extent the Indemnitor is materially prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, ten business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, ten business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, ten business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such An Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the a third Person claim promptly, but in any event within ten (10) days, for which the Indemnified Party is seeking indemnification hereunder promptly after receipt by such Indemnified Party of written notice of the third Person claim; provided, which however, that the failure of any Indemnified Party to give such notification must include notice as required by this Section 9.4(a) shall not affect such Indemnified Party's rights under this Section 9, except if such failure resulted in a copy claim being made after the time periods provided in Sections 9.1(b) or 9.2(b), if applicable, or to the extent such failure is actually prejudicial to the rights and obligations of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Indemnitor. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, calendar days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, calendar days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven five (75) Business Days, calendar days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject claim (or in each case such earlier time as may be necessary to Section 11.1enable the Indemnitor to respond to the court Proceedings on a timely basis); provided, however, that the failure of any Indemnified Party to give such notice promptly provide a Third Person Claim Notice as required by this Section 9.4 9.4(a) shall not affect such Indemnified Party’s 's rights under this Article IX Section 9, except if such failure resulted in a claim being made after the time periods provided in Sections 9.1(b) or 9.2(b), if applicable, or to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for a Any party to be entitled to any seeking ------------------- indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, 10 days after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must shall notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject The failure to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice give notice as required by provided in this Section 9.4 11.5 shall not affect such Indemnified Party’s rights under this Article IX ------------ relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure is actually materially prejudicial to the rights and obligations of the Indemnitorfailure.

Third Person Claims. (ai) In order for Promptly after any party hereto (herein the ------------------- "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Party Claim") that could give rise to a right of indemnification under this Agreement, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (herein the "Indemnifying Party"), give the Indemnifying Party written notice of such Third Party Claim describing in reasonable detail the nature of such Third Party Claim, a copy of all papers served with respect to that Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be entitled conclusive of the final amount of such claim) and the basis for the Indemnified Party's request for indemnification under this Agreement; provided, however, that the failure of -------- ------- the Indemnified Party to any give timely notice hereunder shall relieve the Indemnifying Party of its indemnification provided for obligations under this Agreement in respect ofto the extent, arising out of or involving a claim or demand made by any third Person against but only to the Indemnified Partyextent that, such Indemnified failure materially prejudices the Indemnifying Party's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of (a) whether the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 11 with respect to that Third Party Claim and (b) if the “Third Person Claim Notice”). Thereafter, Indemnifying Party does not dispute its potential liability to the Indemnified Party shall deliver with respect to that Third Party Claim, whether the Indemnitor-42- Indemnifying Party desires, promptlyat the sole cost and expense of the Indemnifying Party, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by to defend the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified against that Third Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the IndemnitorClaim.

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, Claim promptly after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, Indemnitor copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claimClaim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claimClaim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, Days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, Days after the receipt of such complaint copies of notices and documents (including court papers) received by physically served upon the Indemnified Party relating to the third Person claimClaim. Subject to Section 11.1, the The failure of any Indemnified Party to promptly provide a Third Person give the Claim Notice promptly (or in five (5) Business Days in the case of service of a complaint upon the Indemnified Party) as required by this Section 9.4 10.4 shall not affect such Indemnified Party’s 's rights under this Article IX X except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, promptly after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall promptly deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, Indemnitor copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, business days after the receipt of such complaint copies of notices and documents (including court papers) received by physically served upon the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the The failure of any Indemnified Party to promptly provide a Third Person give the Claim Notice promptly (or in five (5) business days in the case of service of a complaint upon the Indemnified Party) or to deliver copies of notices and documents as required by this Section 9.4 shall not affect such Indemnified Party’s 's rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for a party to be entitled to any An Indemnified Party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, promptly after receipt by such Indemnified Party of written notice of the third Person claim; provided, which however, that the failure of any Indemnified Party to provide such notification must include a copy notice promptly as required by this Section 9.5(a) shall not affect such Indemnified Party’s rights under this Section 9 except to the extent such failure is actually prejudicial to the rights and obligations of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Indemnitor. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five fifteen (515) Business Days, calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five fifteen (515) Business Days, calendar days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven fifteen (715) Business Days, calendar days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject claim (or in each case such earlier time as may be necessary to Section 11.1, enable the failure of any Indemnified Party Indemnitor to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except respond to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitorcourt proceedings on a timely basis).

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such An Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the a third Person claim promptly, but in any event within ten (10) days, for which the Indemnified Party is seeking indemnification hereunder promptly after receipt by such Indemnified Party of written notice of the third Person claimclaim provided, which however, that the failure of any Indemnified Party to give such notification must include notice as required by this Section 9.4(a) shall not affect such Indemnified Party’s rights under this Section 9, except if such failure resulted in a copy claim being made after the time periods provided in Sections 9.1(b) or 9.2(b), if applicable, or to the extent such failure is actually prejudicial to the rights and obligations of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Indemnitor. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, calendar days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven five (75) Business Days, calendar days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject claim (or in each case such earlier time as may be necessary to Section 11.1enable the Indemnitor to respond to the court Proceedings on a timely basis); provided, however, that the failure of any Indemnified Party to give such notice promptly provide a Third Person Claim Notice as required by this Section 9.4 9.4(a) shall not affect such Indemnified Party’s rights under this Article IX Section 9, except if such failure resulted in a claim being made after the time periods provided in Sections 9.1(b) or 9.2(b), if applicable, or to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

Third Person Claims. (a) In order for a party an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified PartyParty (a "THIRD-PERSON CLAIM"), such Indemnified Party shall notify give to an Indemnitor a Claim Notice relating to the Indemnitor in writing, and in reasonable detail, of the third Third-Person claim promptly, but in any event Claim within ten (10) days, 15 days after receipt by such Indemnified Party of written notice of the third Third-Person claimClaim; PROVIDED, which HOWEVER, that failure to give such notification must include a copy notice shall not relieve an Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been prejudiced by such failure (except that the Indemnitor shall not be liable for any Indemnification Expenses incurred during the period in excess of the initial 15 days in which the Indemnified Party failed to give such notice) (it being understood that the Indemnified Party shall use good faith efforts to notify the Indemnitor promptly upon receipt of any oral or written notice of the third a Third-Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”Claim). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Third-Person claimClaim. Notwithstanding the foregoing, should a party an Indemnified Party be physically served with a complaint with regard to a third Third-Person claimClaim, the Indemnified Party must notify the an Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Third-Person claim. Subject Claim; PROVIDED, HOWEVER, that failure to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 give such notice shall not affect such Indemnified Party’s rights under this Article IX relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been prejudiced by such failure is actually materially prejudicial to the rights and obligations of the Indemnitorfailure.

Third Person Claims. (a) In order for a party to the event any legal proceeding shall be entitled to instituted or any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made shall be asserted in writing by any third Person against in respect of which payment may be sought by one party hereto from the Indemnified Partyother party under the provisions of this Article XI (each, such a “Third Person Claim”), the Indemnified Party shall notify the Indemnitor in writing, deliver a Claim Notice with respect to such Third Person Claim as promptly as reasonably practicable (and in reasonable detail, of the third Person claim promptly, but in any event within ten no later than fifteen (1015) days, ) after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”)Claim; provided, that the failure to give notice as provided in this Section 11.5 shall not relieve the Indemnitor of its liabilities or obligations hereunder except to the extent it shall have been materially prejudiced by such failure. Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Third Person claimClaim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Third Person claimClaim, the Indemnified Party must shall notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof thereof; provided, that the failure to give notice and a copy of any such documents as provided in this Section 11.5 shall deliver to not relieve the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX its liabilities or obligations hereunder except to the extent it shall have been materially prejudiced by such failure is actually materially prejudicial to the rights and obligations of the Indemnitorfailure.

Third Person Claims. (a) In order for a party to be ------------------- entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor promptly in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver promptly to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in it is understood and agreed that (i) any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received failure by the Indemnified Party relating to the third Person claim. Subject provide any notice or documents to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 Indemnitor shall not affect such Indemnified Party’s rights under this Article IX 's right to indemnification hereunder, except to the extent such failure is actually materially prejudicial impairs the ability of the Indemnitor to defend against the claim or demand and (ii) subject to the rights limitations of time set forth in Sections 11.1(b) and obligations 11.2(b), no ---------------- ------- Indemnified Party shall be required to give notice to any Indemnitor of (A) any Violation of Law by the Indemnitor.Company, any of its Subsidiaries or any of their respective predecessors other than claims involving the violation of a criminal law or (B) claims pursuant to clause (vi) of Section 11.1(a), until such time as --------------- such Indemnified Party elects to assert a claim against the Sellers in respect of such Violation of Law or pursuant to clause (vi) of Section 11.1(a). ---------------

Third Person Claims. (a) In order for Promptly after a Buyer Indemnitee or a Stockholder entitled to indemnification hereunder has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, such Buyer Indemnitee or Stockholder, as the case may be, shall, as a condition precedent to a claim pursuant to this Article 7, give the Buyer, Parent or Stockholders, as the case may be, required to indemnify such Buyer Indemnitee or Stockholder pursuant to this Article 7 notice of such claim or the commencement of such action or proceeding; provided, however, that the failure to give such notice will not affect such Buyer Indemnitee or Stockholder's right to indemnification hereunder with respect to such claim, action or proceeding except to the extent actually prejudiced by such failure to give notice. The Buyer Indemnitee or Stockholder, as the case may be, shall be entitled to any indemnification provided for under this Agreement Article 7 for the reasonable fees and expenses of its counsel for any period during which the indemnifying parties have not assumed the defense of any claim. It is understood and agreed that in respect of, arising out of or involving situations where failure to settle a claim or demand made by any third Person against expeditiously could have an adverse effect on the Indemnified Partyindemnified party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, failure of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver indemnifying parties to the Indemnitor, promptly, but in any event object thereto within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies business days of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of notice thereof shall be deemed to constitute consent to such complaint copies settlement for purposes of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor7.

Third Person Claims. (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, 10 days after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, business days after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1Notwithstanding the foregoing, it is understood and agreed that any failure by the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by comply with any time limit or requirement with respect to notice set forth in this Section 9.4 11.4(a) or in Section 11.4(b) shall not affect such Indemnified Party’s rights under this Article IX 's right to indemnification hereunder, except to the extent such failure is actually materially prejudicial to the rights and obligations of impairs the Indemnitor.

Third Person Claims. (a) In order for If any Southcross Indemnitee, TexStar Indemnitee or Company Indemnitee (any such Person, an “Indemnified Party”) has received notice or otherwise has knowledge of any claim by any Person who is not a party to be entitled to Party or the commencement of any indemnification provided for Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement in respect of, arising out of or involving (a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim NoticeClaim”). Thereafter, the Indemnified Party shall deliver a Claim Notice with respect thereto to the IndemnitorParty obligated to provide indemnification pursuant to Section 10.1 or Section 10.2 (the “Indemnifying Party”); provided, promptlyhowever, but in any event within five (5) Business Days, after that the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating failure or delay to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must so notify the Indemnitor with a copy of Indemnifying Party shall not relieve the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of Indemnifying Party from liability for such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent that such failure is actually materially prejudicial or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the rights Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and obligations the basis of such Third Person Claim. The Indemnifying Party shall have the right to defend and settle any such Third Person Claim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to the Indemnified Party (within five Business Days of its receipt of the Indemnitor.Claim Notice) declaring its intention to defend or settle such Third Person Claim and acknowledging its obligations to indemnify the Indemnified Party with respect to such Third Person Claim in accordance with this Article X.