Common use of Certain Procedures Clause in Contracts

Certain Procedures. The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party. Subject to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documents.

Certain Procedures. The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party. Subject to the provisions of Section 8.39.03, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties Third Parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.49.04, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documents.

Certain Procedures. The (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY") shall notify give the Indemnifying Party promptly of its discovery indemnifying party written notice of any matter that may which such Indemnified Party has determined has given or could give rise to a claim for right of indemnification pursuant hereto; providedunder this Agreement within 30 days of such determination, howeverstating the indemnifiable amount, that if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure of the by any Indemnified Party so to give such notice notify the indemnifying party shall not relieve the Indemnifying indemnifying party from any liability which it may have to such Indemnified Party from liability on account of under this indemnificationArticle XI, except if and only to the extent that the Indemnifying Party indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party shall not be liable for any expense incurred during the period, if any, from the date that is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party. Subject thirty days after such determination to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, date the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in provides notice hereunder). If the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of indemnifying party does not notify the Indemnified Party as within 30 days following its receipt of such notice that the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party indemnifying party disputes its liability to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the under this Article XI, such claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced specified by the Indemnified Party in response such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or compliance any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with any subpoena or other Third respect to such claim, as provided above, the indemnifying party and the Indemnified Party request for documentsshall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.39.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege9.4, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at and the Indemnified Party and the Indemnifying Party’s cost and expenseParty agree with respect to all such claims that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business at reasonable hours and upon prior notice to review information and documentation relative to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of the Indemnified Party, (iii) providing to the Indemnifying Party copies of documents and samples of Printer Products as the Indemnifying Party reasonably requests in connection with defending such claim, (iiiiv) permitting the Indemnifying Party to conduct privileged interviews and witness preparation of officers, employees and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business relating to matters relating to Excluded Liabilities (in the case of the Purchaser) and Assumed Liabilities (in the case of the Other Sellers) in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the other Party in connection with any actual or threatened action that would reasonably be expected to result in a claim for indemnification hereunder, (vi) promptly collecting documents and extracting information from documents for the Indemnifying Party’s review and use, as the Indemnifying Party reasonably requests, or allowing the Indemnifying Party’s representatives to do the same, (vii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting the Indemnifying Party to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with the Indemnifying Party’s defense or investigation of such claim. In connection with any claims, except to the extent inconsistent with the Indemnified Party’s obligations under applicable Law and except to the extent that to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions, (1) unless ordered by a court to do otherwise, the Indemnified Party shall not produce documents to a third party until the Indemnifying Party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (2) the transfer to the Indemnified Party by the Indemnifying Party of documents covered by the Indemnifying Party’s attorney/client or work product privileges shall not constitute a waiver of such privileges, (3) unless otherwise ordered by a court, the Indemnified Party shall withhold from production to any third party any documents as to which the Indemnifying Party asserts a privilege, (4) the Indemnified Party shall defend in court any such privilege asserted by the Indemnifying Party and (5) the Indemnified Party shall permit the Indemnifying Party to prepare any employees of the Indemnified Party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.39.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege9.4, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at and the Indemnified Party and the Indemnifying Party’s cost and expenseParty agree with respect to all such claims that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business at reasonable hours and upon prior notice to review information and documentation relative to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of the Indemnified Party, (iii) providing to the Indemnifying Party copies of documents and samples of Storage Products as the Indemnifying Party reasonably requests in connection with defending such claim, (iiiiv) permitting the Indemnifying Party to conduct privileged interviews and witness preparation of officers, employees and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business relating to matters relating to Excluded Liabilities (in the case of the Purchaser) and Assumed Liabilities (in the case of the Other Sellers) in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the other Party in connection with any actual or threatened action that would reasonably be expected to result in a claim for indemnification hereunder, (vi) promptly collecting documents and extracting information from documents for the Indemnifying Party’s review and use, as the Indemnifying Party reasonably requests, or allowing the Indemnifying Party’s representatives to do the same, (vii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting the Indemnifying Party to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with the Indemnifying Party’s defense or investigation of such claim. In connection with any claims, except to the extent inconsistent with the Indemnified Party’s obligations under applicable Law and except to the extent that to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions, (1) unless ordered by a court to do otherwise, the Indemnified Party shall not produce documents to a third party until the Indemnifying Party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (2) the transfer to the Indemnified Party by the Indemnifying Party of documents covered by the Indemnifying Party’s attorney/client or work product privileges shall not constitute a waiver of such privileges, (3) unless otherwise ordered by a court, the Indemnified Party shall withhold from production to any third party any documents as to which the Indemnifying Party asserts a privilege, (4) the Indemnified Party shall defend in court any such privilege asserted by the Indemnifying Party and (5) the Indemnified Party shall permit the Indemnifying Party to prepare any employees of the Indemnified Party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews.

Certain Procedures. The (a) A Buyer Indemnified Party or Seller Indemnified Party (an "Indemnified Party") shall notify give the Indemnifying Party promptly of its discovery indemnifying party written notice of any matter that may which such Indemnified Party has determined has given or could give rise to a claim for right of indemnification pursuant hereto; providedunder this Agreement (including Section 11.06), howeverwithin 30 days of such determination, that stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure of the by any Indemnified Party so to give such notice notify the indemnifying party shall not relieve the Indemnifying indemnifying party from any liability which it may have to such Indemnified Party from liability on account of this indemnificationunder Article XI, except if and only to the extent that the Indemnifying Party indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party shall not be liable for any expense incurred during the period, if any, from the date that is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party. Subject thirty days after such determination to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, date the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in provides notice hereunder). If the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of indemnifying party does not notify the Indemnified Party as within 30 days following its receipt of such notice that the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party indemnifying party disputes its liability to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the under Article XI, such claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced specified by the Indemnified Party in response such notice shall be conclusively deemed a liability of the indemnifying party under Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or compliance any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with any subpoena or other Third respect to such claim, as provided above, the indemnifying party and the Indemnified Party request for documentsshall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 13.11.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.39.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege9.4, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at and the Indemnified Party and the Indemnifying Party’s cost and expenseParty agree with respect to all such claims that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business at reasonable hours and upon prior notice to review information and documentation relative to the claim, (iii) providing to the Indemnifying Party copies of documents and samples of Avago Sensor Products as the Indemnifying Party reasonably requests in connection with defending such claim, (iv) permitting the Indemnifying Party to conduct privileged interviews and witness preparation of officers, employees and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business or included in the Purchased Assets relating to matters relating to Excluded Liabilities (in the case of the Purchaser) and Assumed Liabilities (in the case of the Seller Parties) in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the other Party in connection with any actual or threatened action that would reasonably be expected to result in a claim for indemnification hereunder, (vi) promptly collecting documents and extracting information from documents for the Indemnifying Party’s review and use, as the Indemnifying Party reasonably requests, or allowing the Indemnifying Party’s representatives to do the same, (vii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting the Indemnifying Party to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with the Indemnifying Party’s defense or investigation of such claim. In connection with any claims, except to the extent inconsistent with the Indemnified Party’s obligations under applicable Law and except to the extent that to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions, (1) unless ordered by a court to do otherwise, the Indemnified Party shall not produce documents to a third party until the Indemnifying Party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (2) the transfer to the Indemnified Party by the Indemnifying Party of documents covered by the Indemnifying Party’s attorney/client or work product privileges shall not constitute a waiver of such privileges, (3) unless otherwise ordered by a court, the Indemnified Party shall withhold from production to any third party any documents as to which the Indemnifying Party asserts a privilege, (4) the Indemnified Party shall defend in court any such privilege asserted by the Indemnifying Party and (5) the Indemnified Party shall permit the Indemnifying Party to prepare any employees of the Indemnified Party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews.

Certain Procedures. The Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation or proceeding relating to this Agreement, the Registration Statement or any prospectus related thereto or any of the transactions contemplated thereby (“Proceedings”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party shall in respect thereof, notify the Indemnifying Party promptly in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Section 11. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its discovery election so to assume the defense of any matter that may give rise such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be liable to a claim such Indemnified Person for indemnification pursuant hereto; providedexpenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account shall not be liable for the expenses of this indemnificationmore than one separate counsel, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shallapproved by Investors, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by representing the Indemnified Party. Subject Persons who are parties to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expenseProceedings), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party shall not have employed counsel reasonably satisfactory to have such Indemnified Person to represent such Indemnified Person within a reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers time after notice of commencement of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, Proceedings or (iii) notifying the Indemnifying Party promptly shall have authorized in writing the employment of receipt by the counsel for such Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documentsPerson.

Certain Procedures. The Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation or proceeding relating to the Transaction Documents, the Registration Statement, the Prospectus or any of the transactions contemplated thereby (“Proceedings”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party shall in respect thereof, promptly (and in any event within 10 Business Days) notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure in writing of the Indemnified Party commencement thereof; provided that (i) the omission so to give such notice shall not relieve notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this indemnificationSection 8. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, except if and only the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party is actually prejudiced thereby. The and such Indemnified Party shall, and Person shall cause its Affiliates and Representatives to, have reasonably cooperate and assist concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party in determining Party, such Indemnified Person shall have the validity of any claim for indemnity by the Indemnified Party. Subject right to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating select separate counsel to Assumed Liabilities or Excluded Liabilities, any assert such claims, litigation legal defenses and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would otherwise participate (but not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate control) in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to discuss during regular business hours such Indemnified Person of its election so to assume the claim with defense of such officersProceedings and approval by such Indemnified Person of counsel, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requestsshall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, 22 that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel, approved by Investors, representing the Indemnified Persons who are parties to such Proceedings), (ii) permitting the Indemnifying Party shall not have employed counsel reasonably satisfactory to have such Indemnified Person to represent such Indemnified Person within a reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers time after notice of commencement of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, Proceedings or (iii) notifying the Indemnifying Party promptly shall have authorized in writing the employment of receipt by the counsel for such Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documentsPerson.

Certain Procedures. The Promptly after receipt by an Indemnified Person of notice of the commencement of a Claim (a “Proceeding”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party shall in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party promptly in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Section 8. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its discovery election so to assume the defense of any matter that may give rise such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be liable to a claim such Indemnified Person for indemnification pursuant hereto; providedexpenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the preceding sentence (it being understood, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account shall not be liable for the expenses of this indemnificationmore than one separate counsel in addition to local counsel, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity approved by the Indemnified Party. Subject to the provisions of Section 8.3Required Backstop Purchasers, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, representing the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of Persons who are parties to such claim (at the Indemnifying Party’s cost and expenseProceedings), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party shall not have employed counsel reasonably satisfactory to have such Indemnified Person to represent such Indemnified Person within a reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers time after notice of commencement of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, Proceedings or (iii) notifying the Indemnifying Party promptly shall have authorized in writing the employment of receipt by the counsel for such Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documentsPerson.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give giving rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters, including by providing the assistance referred to in Section 6.5(g). Subject to the provisions of Section 8.3, in In connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Excluded Liabilities or Excluded Liabilities(including the matters set forth in Schedule 9.4(a)), any such claims, litigation and disputes being referred to as “"claims” " for purposes of this Section 8.49.4), to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and Purchaser shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party Seller of such claim (at the Indemnifying Party’s cost and expensePurchaser and Seller agree with respect to all Excluded Liabilities that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party Seller to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party Purchaser as the Indemnifying Party Seller reasonably requests, (ii) permitting the Indemnifying Party Seller to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business Purchaser at reasonable hours and upon prior notice to review information and documentation relative to the claimproperties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of Purchaser, (iii) providing to Seller copies of documents and samples of products as Seller reasonably requests, (iv) permitting Seller 60 56 to conduct privileged interviews and witness preparation of officers, employees and representatives of the Business as Seller reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business relating to matters relating to Excluded Liabilities, until notified in writing by Seller that such preservation is no longer required, and preserving all other such information of the Business until the earlier of (A) five years from the Closing Date and (B) the time when Purchaser or any of its Designees is notified in writing by Seller that such preservation is no longer required (vi) promptly collecting documents and extracting information from documents for Seller's review and use, as Seller reasonably requests, or allowing Seller's representatives to do the same, (vii) notifying the Indemnifying Party Seller promptly of receipt by the Indemnified Party Purchaser of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party Seller copies of any documents produced by the Indemnified Party Purchaser in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting Seller to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with Seller's defense or investigation of such claim; provided that any such investigation shall only be upon reasonable notice, shall not unreasonably disrupt personnel and operations of the Business and shall be at Seller's sole expense, including with respect to all reasonable out-of-pocket costs and expenses of Purchaser's Subsidiaries, officers, employees, agents and representatives. In connection with any claims, except to the extent inconsistent with Purchaser's obligations under applicable law and except to the extent that to do so would subject Purchaser or its employees, agents or representatives to criminal or civil sanctions, (i) unless ordered by a court to do otherwise, Purchaser shall not produce documents to a third party until Seller has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (ii) the transfer to Purchaser by Seller of documents covered by Seller's attorney/client or work product privileges shall not constitute a waiver of such privileges, (iii) unless otherwise ordered by a court, Purchaser shall withhold from production to any third party any documents as to which Seller asserts a privilege, (iv) Purchaser shall defend in court any such privilege asserted by Seller and (v) Purchaser shall permit Seller to prepare any employees of Purchaser required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews. The foregoing provisions shall apply to any claims pursuant to this Article IX by any Indemnified Party against any Indemnifying Party, mutatis mutandis. The requesting party shall bear all reasonable out-of-pocket costs and expenses of Purchaser's Subsidiaries, officers, employees, agents and representatives in connection with the foregoing.

Certain Procedures. The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and reasonably assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.3, in In connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Excluded Liabilities or Excluded Assumed Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.49.4, to the extent such activities are permitted by applicable Law Purchaser and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and Seller shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expensePurchaser and Seller agree with respect to all Excluded Liabilities and Assumed Liabilities that a common interest privilege agreement exists between them), including, (i) permitting Seller or Purchaser, as the Indemnifying Party case may be, to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party other party as the Indemnifying Party requesting party reasonably requests, (ii) permitting Seller or Purchaser, as the Indemnifying Party case may be, to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to other party as the claim during regular business requesting party reasonably requests at reasonable hours and upon prior notice to review information and documentation relative to the claimproperties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of such party, (iii) providing to Seller or Purchaser, as the case may be, copies of documents and samples of Products of the other party as the requesting party reasonably requests, (iv) permitting Seller or Purchaser, as the case may be, to conduct privileged interviews and witness preparation of officers, employees and representatives of the of the other party as the requesting party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases relating to Excluded Liabilities or Assumed Liabilities, as the case may be, until notified in writing by the other party that such preservation is no longer required, and preserving all other such information relating to Excluded Liabilities or Assumed Liabilities, as the case may be, until the earlier of (A) five years from the Closing Date and (B) the time when the party requesting such preservation notifies the other party in writing that such preservation is no longer required, (vi) promptly collecting documents and extracting information from documents for Seller’s or Purchaser’s, as the case may be, review and use, as such party reasonably requests, or allowing Seller’s or Purchaser’s, as the case may be, representatives to do the same, (vii) notifying Seller or Purchaser, as the Indemnifying Party case may be, promptly of receipt by the Indemnified Party such party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to Seller or Purchaser, as the Indemnifying Party case may be, copies of any documents produced by the Indemnified Party such party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting Seller or Purchaser, as the case may be, to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with such party’s defense or investigation of such claim. In connection with any claims, except to the extent inconsistent with Purchaser’s or Seller’s obligations under applicable Law and except to the extent that to do so would subject Purchaser or Seller, as the case may be, or their respective employees, agents or representatives to criminal or civil sanctions, (i) unless ordered by a court to do otherwise, Purchaser and Seller, as the case may be, shall not produce documents to a third party until the other party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (ii) the transfer by one party to the other party of documents covered by attorney/client or work product privileges shall not constitute a waiver of such privileges, (iii) unless otherwise ordered by a court, each party shall withhold from production to any third party any documents as to which the other party asserts a privilege, (iv) each party shall defend in court any such privilege asserted by the other party and (v) each party shall permit the other party to prepare any employees of such party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews.

Certain Procedures. The An Indemnified Party shall notify give the Indemnifying party indemnifying such Indemnified Party promptly of its discovery (the "INDEMNIFYING PARTY") notice of any matter that may which such Indemnified Party has determined has given or would give rise to a claim right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof in reasonable detail, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of an Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party that are subject to the indemnification provided for indemnification pursuant hereto; providedin this Article IX ("THIRD PARTY CLAIMS") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, however, that failure such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 60 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to give provide such notice shall not relieve release the Indemnifying Party from liability on account any of its obligations under this indemnification, Article IX except if and only to the extent that the Indemnifying Party is actually materially prejudiced therebyby such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article IX. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the Indemnified Party shallif it gives notice of its intention to do so to such Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall cause be entitled to retain its Affiliates and Representatives toown counsel, reasonably in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate and assist with the Indemnifying Party in determining such defense and make available to the validity of Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any claim for indemnity such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, pertinent records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as reasonably required by the Indemnified Party. Subject to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any No such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Third Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense Claim may be settled by the Indemnifying Party of such claim (at without the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives prior written consent of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documentsParty.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.39.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege9.4, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at and the Indemnified Party and the Indemnifying Party’s cost and expenseParty agree with respect to all such claims that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business at reasonable hours and upon prior notice to review information and documentation relative to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of the Indemnified Party, (iii) providing to the Indemnifying Party copies of documents and samples of Semiconductor Products as the Indemnifying Party reasonably requests in connection with defending such claim, (iiiiv) permitting the Indemnifying Party to conduct privileged interviews and witness preparation of officers, employees and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business relating to matters relating to Excluded Liabilities (in the case of the Purchaser) and Assumed Liabilities (in the case of the Seller) in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the other Party in connection with any actual or threatened action that would reasonably be expected to result in a claim for indemnification hereunder, (vi) promptly collecting documents and extracting information from documents for the Indemnifying Party’s review and use, as the Indemnifying Party reasonably requests, or allowing the Indemnifying Party’s representatives to do the same, (vii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting the Indemnifying Party to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with the Indemnifying Party’s defense or investigation of such claim. In connection with any claims, except to the extent inconsistent with the Indemnified Party’s obligations under applicable Law and except to the extent that to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions, (1) unless ordered by a court to do otherwise, the Indemnified Party shall not produce documents to a third party until the Indemnifying Party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (2) the transfer to the Indemnified Party by the Indemnifying Party of documents covered by the Indemnifying Party’s attorney/client or work product privileges shall not constitute a waiver of such privileges, (3) unless otherwise ordered by a court, the Indemnified Party shall withhold from production to any third party any documents as to which the Indemnifying Party asserts a privilege, (4) the Indemnified Party shall defend in court any such privilege asserted by the Indemnifying Party and (5) the Indemnified Party shall permit the Indemnifying Party to prepare any employees of the Indemnified Party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews.

Certain Procedures. (a) The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified PartyParty and in otherwise resolving such matters. Subject to the provisions of Section 8.39.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege9.4, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at and the Indemnified Party and the Indemnifying Party’s cost and expenseParty agree with respect to all such claims that a common interest privilege agreement exists between them), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the reasonably potentially relevant properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business at reasonable hours and upon prior notice to review information and documentation relative to the claim, (iii) providing to the Indemnifying Party copies of reasonably potentially relevant documents and samples of IR Products as the Indemnifying Party reasonably requests in connection with defending such claim, (iv) permitting the Indemnifying Party to conduct privileged interviews and witness preparation of officers, employees and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (v) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases of the Business or included in the Purchased Assets relating to matters relating to Excluded Liabilities (in the case of the Purchaser) and Assumed Liabilities (in the case of the Seller Parties) in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the other Party in connection with any actual or threatened action that would reasonably be expected to result in a claim for indemnification hereunder, (vi) promptly collecting reasonably potentially relevant documents and extracting information from such documents for the Indemnifying Party’s review and use, as the Indemnifying Party reasonably requests, or allowing the Indemnifying Party’s representatives to do the same, (vii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party third party request for documents or interviews and testimony, and (ivviii) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party third party request for documents, and (ix) permitting the Indemnifying Party to conduct such other reasonable investigations and studies, and take such other actions, as are reasonably necessary in connection with the Indemnifying Party’s defense or investigation of such claim, all without cost to the Indemnified Party unless such efforts would require substantial time or expense, in which case the Parties shall discuss the Indemnifying Party providing the Indemnified Party with reasonable compensation for such efforts. In connection with any claims, except to the extent inconsistent with the Indemnified Party’s obligations under applicable Law and except to the extent that to do so could reasonably be construed as having the potential to subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions, (1) unless ordered by a court to do otherwise, the Indemnified Party shall not produce documents to a third party until the Indemnifying Party has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, (2) the transfer to the Indemnified Party by the Indemnifying Party of documents covered by the Indemnifying Party’s attorney/client or work product privileges shall not constitute a waiver of such privileges, (3) unless otherwise ordered by a court, the Indemnified Party shall withhold from production to any third party any documents as to which the Indemnifying Party asserts a privilege, (4) the Indemnified Party shall defend in court any such privilege asserted by the Indemnifying Party and (5) the Indemnified Party shall permit the Indemnifying Party to prepare any employees of the Indemnified Party required or requested to testify or otherwise be deposed or interviewed in connection with any claim and to be present during any such testimony or interviews. Notwithstanding the foregoing, in no event shall failure of the Indemnified Party to act as stated above relieve the Indemnifying Party from any Liability with regard to its indemnification obligation, except if and only to the extent that the Indemnified Party has materially breached the above requirements and the Indemnifying Party is actually prejudiced thereby.

Certain Procedures. The Promptly after receipt by an Indemnified Person of notice of the commencement of a Claim (a “Proceeding”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party shall in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure in writing of the Indemnified Party commencement thereof; provided that (i) the omission so to give such notice shall not relieve notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this indemnificationSection 8. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, except if and only the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party is actually prejudiced thereby. The and such Indemnified Party shall, and Person shall cause its Affiliates and Representatives to, have reasonably cooperate and assist concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party in determining Party, such Indemnified Person shall have the validity of any claim for indemnity by the Indemnified Party. Subject right to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating select separate counsel to Assumed Liabilities or Excluded Liabilities, any assert such claims, litigation legal defenses and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate otherwise participate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to discuss during regular business hours such Indemnified Person of its election so to assume the claim with defense of such officersProceedings and approval by such Indemnified Person of counsel, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (iiother than reasonable costs of investigation) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documents.unless