Common use of Third Person Claims Clause in Contracts

Third Person Claims. (a) If any SXE 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 or the commencement of any Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”), the Indemnified Party shall deliver a Claim Notice with respect thereto to the Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “Indemnifying Party”); provided, however, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the 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 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 Claim Notice) declaring its intention to defend or settle such Third Person Claim.

Third Person Claims. (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “Indemnified Party”) Promptly after a party has received notice of or otherwise has knowledge of any claim against it covered by any Person who is not Section 11 by a Third Party or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”), the Indemnified Party shall deliver a Claim Notice with respect thereto to any such claim, such party (sometimes referred to as the Party obligated "Indemnitee") shall give the other party (sometimes referred to provide indemnification pursuant to Section 7.1 as the "Indemnitor") written notice of such claim or Section 7.2 (the “Indemnifying Party”)commencement of such action or proceeding; provided, however, that the failure to give such notice will not affect the right to indemnification hereunder with respect to such claim, action or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim proceeding, except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred other party has been actually prejudiced as a direct result of such failure or delay failure. If the Indemnitor has notified the Indemnitee within thirty (30) days from the receipt of the foregoing notice that it wishes to so notify. The Claim Notice shall state defend against the nature and claim by the basis of such Third Person Claim. The Indemnifying Party Person, then the Indemnitor shall have the right to defend assume and settle any control the defense of the claim by appropriate proceedings with counsel reasonably acceptable to Indemnitee, provided that the assumption of such Third Person Claimdefense by the Indemnitor shall constitute an acknowledgment of the obligation to indemnify the Indemnitee hereunder. The Indemnitee may participate in the defense, at its own expense and by its own counsel (reasonably acceptable sole expense, of any such claim for which the Indemnitor shall have assumed the defense pursuant to the Indemnified Party) if preceding sentence, provided, however, that counsel for the Indemnifying Party provides written notice Indemnitor shall act as lead counsel in all matters pertaining to the Indemnified Party (within five Business Days defense or settlement of such claims, suit or proceeding other than claims that in Indemnitee's reasonable judgment could have a material and 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 receipt counsel for any period during which the Indemnitor has not assumed the defense of the Claim Notice) declaring its intention to defend or settle such Third Person Claimany claim.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “the "Indemnified Party”") has received written notice of or otherwise has actual knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person") or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)that may give rise to a right of indemnification hereunder, the such Indemnified Party shall deliver a Claim Notice with respect thereto give to the Party party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 hereunder (the “an "Indemnifying Party”)") written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party shall give such notice will not relieve the such Indemnifying Party from liability for under this Section with respect to such Third Person Claim claim, action or proceeding, except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred has been actually prejudiced as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and the basis of such Third Person Claimfailure. The Indemnifying Party (at its own expense) shall have the right and shall be given the opportunity to defend associate with the Indemnified Party in the defense of such claim, suit or proceedings, and settle any may select counsel for the Indemnified Party, such Third Person Claim, at its own expense and by its own counsel (to be reasonably acceptable satisfactory to the Indemnified Party) if . The Indemnified Party shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior consent of the Indemnifying Party provides written notice to Party, which consent shall not be unreasonably withheld or delayed. All settlements hereunder shall effect a complete release of the Indemnified Party, unless the Indemnified Party (within five Business Days otherwise agrees in writing. The parties hereto will make appropriate adjustments for insurance proceeds and tax benefits in determining the amount of its receipt of the Claim Notice) declaring its intention to defend or settle such Third Person Claimany Damages.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person") or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)that may give rise to a right of indemnification hereunder, the such Indemnified Party shall deliver a Claim Notice with respect thereto give to the Party party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 hereunder (the “an "Indemnifying Party”)") written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party shall give such notice will not relieve the such Indemnifying Party from liability for under this Section with respect to such Third Person Claim claim, action or proceeding, except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred has been actually prejudiced as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and the basis of such Third Person Claimfailure. The Indemnifying Party (at its own expense) shall have the right and shall be given the opportunity to defend associate with the Indemnified Party in the defense of such claim, suit or proceedings, and settle any may select counsel for the Indemnified Party, such Third Person Claim, at its own expense and by its own counsel (to be reasonably acceptable satisfactory to the Indemnified Party) if . The Indemnified Party shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior consent of the Indemnifying Party provides written notice to the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend Party, which consent shall not be unreasonably withheld or settle such Third Person Claimdelayed.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person") or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)that may give rise to a right of indemnification hereunder, the such Indemnified Party shall deliver a Claim Notice with respect thereto give to the Party party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 hereunder (the “an "Indemnifying Party”)") written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party shall give such notice will not relieve the such Indemnifying Party from liability for under this Section with respect to such Third Person Claim claim, action or proceeding, except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred has been actually prejudiced as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and the basis of such Third Person Claimfailure. The Indemnifying Party (at its own expense) shall have the right and shall be given the opportunity to defend and settle any associate with the Indemnified Party in the defense of such Third Person Claimclaim, suit or proceedings, provided that counsel for the Indemnified Party shall act as lead counsel in all matters pertaining to the defense or settlement of such claims, suit or proceedings. The Indemnified Party shall not, except at its own expense and by its own counsel (reasonably acceptable cost, make any settlement with respect to any such claim, suit or proceeding without the Indemnified Party) if prior consent of the Indemnifying Party provides written notice to the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend Party, which consent shall not be unreasonably withheld or settle such Third Person Claimdelayed.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “hereinafter the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person"), or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)Person, the Indemnified Party shall deliver shall, as a Claim Notice condition precedent to a claim with respect thereto to the Party being made against any party obligated to provide indemnification pursuant to Section 7.1 11.1 or Section 7.2 11.2 hereof (hereinafter the “"Indemnifying Party”"); provided, however, that the failure or delay to so notify give the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result written notice of such failure claim or delay to so notifythe commencement of such action or proceeding. The Claim Notice Such notice shall state the nature and the basis of such Third Person Claimclaim and a reasonable estimate of the amount thereof, to the extent known. The Indemnifying Party shall have the right to defend and settle any such Third Person Claimsettle, at its own expense and by its own counsel (reasonably acceptable to counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of the Indemnified Party) if , such consent not to be unreasonably withheld or delayed. If the Indemnifying Party provides written notice undertakes to defend or settle, it shall promptly notify the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend or settle such Third Person Claim.do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall

Third Person Claims. (a) If any SXE Indemnitee The Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or TexStar Indemnitee (any such Person, an “Indemnified Party”) has received notice or otherwise has knowledge settlement of any claim by any third Person who is not a Party claim, action or the commencement of any Proceeding by such Person who suit against the Indemnified Party believes as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in good faith writing that if the same is adversely determined, the Indemnitor has an indemnifiable claim under this Agreement (a “Third Person Claim”)obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall deliver a Claim Notice with respect thereto to cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “Indemnifying Party”); providedmay participate, howeverthrough counsel chosen by it and at its own expense, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss defense of any such claim, action or forfeiture by suit as to which the Indemnifying Party of material rights Indemnitor has so elected to conduct and defenses otherwise available to control the 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 notifydefense thereof. The Claim Notice shall state Notwithstanding the nature and foregoing, the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right to defend and pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to action or suit, provided that in such event the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention shall waive any right to defend or settle indemnity therefor hereunder unless such Third Person Claimconsent is unreasonably withheld in which event no claim for indemnity therefor hereunder shall be waived.

Third Person Claims. (a) If any SXE Indemnitee The Indemnitor shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemnitee, the defense, compromise or TexStar Indemnitee (any such Person, an “Indemnified Party”) has received notice or otherwise has knowledge settlement of any claim by any third Person who is not a Party claim, action or the commencement of any Proceeding by such Person who suit against the Indemnified Party believes as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in good faith writing that if the same is adversely determined, the Indemnitor has an indemnifiable claim under this Agreement (a “Third Person Claim”)obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall deliver a Claim Notice with respect thereto to cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “Indemnifying Party”); providedmay participate, howeverthrough counsel chosen by it and at its own expense, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss defense of any such claim, action or forfeiture by suit as to which the Indemnifying Party of material rights Indemnitor has so elected to conduct and defenses otherwise available to control the 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 notifydefense thereof. The Claim Notice shall state Notwithstanding the nature and foregoing, the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right subject to defend and obtaining Indemnitor's prior written consent to pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) action or suit, PROVIDED that if the Indemnifying Party provides written notice to no consent is obtained, the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention shall waive any right to defend or settle indemnity therefore hereunder unless such Third Person Claimconsent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.

Third Person Claims. (a) If any SXE Indemnitee The Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or TexStar Indemnitee (settlement of any such Personthird Person claim, an “action or suit against such Indemnified Party”) has received notice or otherwise has knowledge of any claim Party as to which indemnification will be sought by any Person who Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that, if the same is not a Party or adversely determined, the commencement of any Proceeding by such Person who Indemnitor has an obligation to provide indemnification to the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)respect thereof, and in any such case the Indemnified Party shall deliver a Claim Notice with respect thereto to cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “Indemnifying Party”)Indemnitor in connection therewith; provided, however, provided that the failure or delay to so notify the Indemnifying Indemnified Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results may participate, through counsel chosen by it and at its own expense, in the loss defense of any such claim, action or forfeiture by suit as to which the Indemnifying Party of material rights Indemnitor has so elected to conduct and defenses otherwise available to control the 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 notifydefense thereof. The Claim Notice shall state Notwithstanding the nature and foregoing, the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right to defend and pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to action or suit, provided that in such event the Indemnified Party (within five Business Days of its receipt shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Claim Notice) declaring its intention Indemnitor to defend such payment, settlement or settle compromise and such Third Person Claimconsent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person") or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)that may give rise to a right of indemnification hereunder, the such Indemnified Party shall deliver a Claim Notice with respect thereto give to the Party party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 hereunder (the “an "Indemnifying Party”)") written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party shall give such notice will not relieve the such Indemnifying Party from liability for under this Section with respect to such Third Person Claim claim, action or proceeding, except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred has been actually prejudiced as a direct result of such failure or delay to so notify. The Claim Notice shall state the nature and the basis of such Third Person Claimfailure. The Indemnifying Party (at its own expense) shall have the right to defend and settle any such Third Person Claimclaim, suit or proceeding, provided that the Indemnified Party, at its own expense and by its own counsel (reasonably acceptable expense, shall have the right to the Indemnified Party) if associate with the Indemnifying Party provides written notice to in such defense. Neither the Indemnifying Party nor the Indemnified Party (shall, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed. It is understood and agreed that in situations where failure of a party to settle a claim expeditiously could have an adverse effect on the other party, the failure of the refusing party to act upon the other party's request for consent to such settlement within five Business Days business days of its such party's receipt of notice thereof from the Claim Notice) declaring its intention other party shall be deemed to defend or settle constitute consent by such Third Person Claimparty of such settlement for purposes of this Section.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “hereinafter the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person"), or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)Person, the Indemnified Party shall deliver shall, as a Claim Notice condition precedent to a claim with respect thereto to the Party being made against any party obligated to provide indemnification pursuant to Section 7.1 11.1 or Section 7.2 11.2 hereof (hereinafter the “"Indemnifying Party”"); provided, however, that the failure or delay to so notify give the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result written notice of such failure claim or delay to so notifythe commencement of such action or proceeding. The Claim Notice Such notice shall state the nature and the basis of such Third Person Claimclaim and a reasonable estimate of the amount thereof. The Indemnifying Party shall have the right to defend and settle any such Third Person Claimsettle, at its own expense and by its own counsel (reasonably acceptable to counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of the Indemnified Party) if . If the Indemnifying Party provides written notice undertakes to defend or settle, it shall promptly notify the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or settle such Third Person Claim.information

Third Person Claims. (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “Indemnified Party”i) has received notice or otherwise has knowledge of any claim by any Person who is not a Party or the commencement of any Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”Subject to Section 10.3(b), the Search Indemnified Party shall deliver a Claim Notice with respect thereto to the Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “Indemnifying Party”); provided, however, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the 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 the basis of such Third Person Claim. The Indemnifying Party shall have the right to defend conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third person claim, action or suit (a "Third Person Claim") against such Search Indemnified Party as to which indemnification will be sought hereunder, and in any such case the Indemnifying Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Search Indemnified Party in connection therewith; provided, that the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Person Claim as to which the Search Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Search Indemnified Party shall not, without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), pay, compromise or settle any such Third Person Claim, at its own expense and by its own counsel (reasonably acceptable to except that no such consent shall be required if, following a written request from the Search Indemnified Party) if , the Indemnifying Party provides written notice shall fail, within fifteen (15) days after the making of such request, to the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend or settle acknowledge and agree in writing that, if such Third Person ClaimClaim shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Search Indemnified Party.

Third Person Claims. (a) If any SXE 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 or the commencement of any Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”Subject to Section 11.4(b), the Indemnified Party shall deliver a Claim Notice with respect thereto have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party obligated as to provide which indemnification pursuant to Section 7.1 or Section 7.2 (will be sought by the “Indemnifying Party”)Indemnified Party from the Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, howeverthat the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the failure or delay to so notify the Indemnifying Indemnified Party shall not, without the written consent of the Indemnitor (which consent shall not relieve be unreasonably withheld), pay, compromise or settle any such claim, action or suit. Notwithstanding the Indemnifying Party from liability for such Third Person Claim except to foregoing, the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the 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 the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right to defend and pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to action or suit without such consent, provided, that in such event the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention shall waive any right to defend or settle indemnity therefor hereunder unless such Third Person Claimconsent was unreasonably withheld.

Third Person Claims. (a) If any SXE Promptly after an Indemnitee or TexStar Indemnitee (any such Person, an “Indemnified Party”) has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement (“Third Person”) or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)Person, the Indemnified Party shall deliver Indemnitee shall, as a Claim Notice condition precedent to a claim with respect thereto to the Party obligated to provide indemnification pursuant to Section 7.1 or Section 7.2 (the “being made against an Indemnifying Party”); provided, however, that the failure or delay to so notify give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. The Indemnifying Party (at its own expense) shall have the right and shall be given the opportunity to associate with the Indemnitee in the defense of such claim, suit or proceedings, provided that counsel for the Indemnitee shall act as lead counsel in all matters pertaining to the defense or settlement of such claims, suit or proceedings. The Indemnitee shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior consent of the Indemnifying Party, which consent shall not relieve be unreasonably withheld or delayed. It is understood and agreed that in situations where failure of the Indemnitee to settle a claim expeditiously could have an adverse effect on the Indemnitee, the failure of the Indemnifying Party to act upon the Indemnitee’s request for consent to such settlement within five business days of the Indemnifying Party’s receipt of notice thereof from liability for such Third Person Claim except the Indemnitee shall be deemed to the extent that such failure or delay results in the loss or forfeiture constitute consent by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result settlement for purposes of such failure or delay to so notify. The Claim Notice shall state the nature and 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 Claim Notice) declaring its intention to defend or settle such Third Person Claimthis Section 8.5.

Third Person Claims. Promptly after any party hereto (a) If any SXE Indemnitee or TexStar Indemnitee (any such Person, an “hereinafter the "Indemnified Party”") has received notice of or otherwise has knowledge of any claim by any Person who is a person not a Party party to this Agreement ("Third Person"), or the commencement of any Proceeding action or proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”)Person, the Indemnified Party shall deliver shall, as a Claim Notice condition precedent to a claim with respect thereto to the Party being made against any party obligated to provide indemnification pursuant to Section 7.1 11.1 or Section 7.2 11.2 hereof (hereinafter the “"Indemnifying Party”"); provided, however, that the failure or delay to so notify give the Indemnifying Party shall not relieve the Indemnifying Party from liability for such Third Person Claim except to the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Third Person Claim or increased indemnification expenses incurred as a direct result written notice of such failure claim or delay to so notifythe commencement of such action or proceeding. The Claim Notice Such notice shall state the nature and the basis of such Third Person Claimclaim and a reasonable estimate of the amount thereof. The Indemnifying Party shall have the right to defend and settle any such Third Person Claimsettle, at its own expense and by its own counsel (reasonably acceptable to counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of the Indemnified Party) if . If the Indemnifying Party provides written notice undertakes to defend or settle, it shall promptly notify the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention to defend do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or settle such Third Person Claim.information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or

Third Person Claims. (a) If any SXE 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 or the commencement of any Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”Subject to Section 11.4(b), the Indemnified Party shall deliver a Claim Notice with respect thereto have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party obligated as to provide which indemnification pursuant to Section 7.1 or Section 7.2 (will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the “Indemnifying Party”)Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, howeverthat the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the failure or delay to so notify the Indemnifying Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not relieve be unreasonably withheld), pay, compromise or settle any such claim, action or suit. Notwithstanding the Indemnifying Party from liability for such Third Person Claim except to foregoing, the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the 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 the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right to defend and pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to action or suit, provided that in such event the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention shall waive any right to defend or settle such Third Person Claimindemnity therefor hereunder.

Third Person Claims. (a) If any SXE 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 or the commencement of any Proceeding by such Person who the Indemnified Party believes in good faith has an indemnifiable claim under this Agreement (a “Third Person Claim”Subject to Section 11.4(b), the Indemnified Party shall deliver a Claim Notice with respect thereto have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party obligated as to provide which indemnification pursuant to Section 7.1 or Section 7.2 (will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the “Indemnifying Party”)Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, howeverthat the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the failure or delay to so notify the Indemnifying Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not relieve be unreasonably withheld), pay, compromise or settle any such claim, action or suit. Notwithstanding the Indemnifying Party from liability for such Third Person Claim except to foregoing, the extent that such failure or delay results in the loss or forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the 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 the basis of such Third Person Claim. The Indemnifying Indemnified Party shall have the right to defend and pay, settle or compromise any such Third Person Claimclaim, at its own expense and by its own counsel (reasonably acceptable to the Indemnified Party) if the Indemnifying Party provides written notice to action or suit without such consent, provided that in such event the Indemnified Party (within five Business Days of its receipt of the Claim Notice) declaring its intention shall waive any right to defend or settle indemnity therefor hereunder unless such Third Person Claimconsent is unreasonably withheld.