Common use of Defense of Third Party Claim Clause in Contracts

Defense of Third Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ such counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the Indemnified Party reasonably determines in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice).

Defense of Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party notifies shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to fully indemnify the Indemnified Party therefore in accordance with this Agreement, to assume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld, delayed or conditioned). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in writing within connection with the Notice Period that it desires to defend defense thereof. Except as set forth in the Indemnified Party against any third-party claimLocal Term Sheet, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If if the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ such counsel, at its own expense, expense counsel separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense, subject to the remaining terms of this Section. IfThe Indemnifying Party shall be liable for the reasonable fees and expenses of one primary counsel, howeverand to the extent reasonably required in connection with such Third Party Claim, one or more local counsel, and such other counsel as may be reasonably required due to a conflict among indemnified parties, in each case employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, PwCC and PwC Firm shall cooperate and shall cause its Affiliates or PwC Member Firms, respectively, to cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party reasonably determines in its judgment that representation by shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's counsel of both prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnifying Party and assumes the defense of a Third Party Claim, the Indemnified Party would present shall agree to any settlement, compromise or discharge of such counsel with a conflict of interest, then such Indemnified Third Party may employ separate counsel reasonably satisfactory to Claim that the Indemnifying Party may recommend and that by its counsel terms (or pursuant to represent or defend it a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount, which releases the Indemnified Party completely in any connection with such claim and Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein not be entitled to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding assume the defense of any third-party claim Third Party Claim (including using and shall be liable for the reasonable efforts fees and expenses of one primary counsel, and to make the extent reasonably required in connection with such persons available for depositions Third Party Claim, one or more local counsel, and such other counsel as may be reasonably required due to a conflict among indemnified parties, incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other discovery practice)equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Defense of Third Party Claim. (a) With respect to any action at law, suit in equity, administrative action or arbitration or mediation proceeding that is instituted by or against a third party with respect to which any person intends to claim any liability or expense under this Article 10, the indemnifying party shall have fourteen (14) business days after receipt of the notice with respect thereto referred to in the first sentence of Section 10.3 to notify the indemnified party that it elects to conduct and control any action, suit or proceeding with respect to such claim; provided, however, that no such election may be made with respect to any action, suit or proceeding by a taxing authority with respect to any consolidated, combined or unitary return filed by the Purchaser or any of its affiliates. If the Indemnifying Party notifies indemnifying party does not give such notice, the Indemnified Party indemnified person shall have the right to defend, contest, settle or compromise such action, suit or proceeding in writing within the Notice Period exercise of its exclusive discretion, and the indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other terms and conditions of this Article 10 the amount of any Indemnity Loss subject to indemnity hereunder resulting from its liability to the third party claimant. If the indemnifying party gives such notice, it shall have the right to participate in, and, to the extent that it desires shall desire, to defend the Indemnified Party against any third-party claimundertake, then the Indemnifying Party may assume such defense upon delivery conduct and control, through counsel of its own choosing (which counsel shall be satisfactory to the Indemnified Party indemnified party in the reasonable judgment of a written agreement acknowledging the indemnified party and shall not, except with the consent of the indemnified party, be counsel to the indemnified party) and at its sole expense, the conduct and settlement of such action, suit or proceeding, and the indemnified person shall cooperate with the indemnifying party in connection therewith; provided, however, that (i) the Indemnified Party is entitled indemnifying party shall not thereby permit to indemnification for all Damages arising out exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of such claim and the indemnified person, (ii) the Indemnifying Party indemnifying party shall satisfy its obligations not thereby consent to make the imposition of any injunction against the indemnified person without the written consent of the indemnified person, (iii) the indemnifying party shall permit the indemnified person to participate in such indemnity on an as-incurred basis conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the indemnified person except as provided in below, and (iv) upon a final determination of such action, suit or proceeding, the indemnifying party shall promptly reimburse to the extent required under this Section 7.4Article 10 the indemnified person for the full amount of any Indemnity Loss resulting from such action, suit or proceeding and all reasonable and related expenses incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying party (except as provided below); provided further, however, that such fees and expenses of counsel for the indemnified party shall be borne by the indemnifying party if (i) the Indemnifying Party's employment of counsel must be reasonably satisfactory to by the Indemnified Party and indemnified party has been authorized in writing by the indemnifying party, (ii) the Indemnifying Party shall thereafter keep indemnified party has reasonably concluded (based on the Indemnified Party informed advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between such party and the indemnifying party in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable basis time after giving notice of its intent to assume such defense. So long as the status of indemnifying party is contesting any such claim. All costs and expenses incurred by the Indemnifying Party action in defending such claim or demand shall be a liability of, and shall be paid bygood faith, the Indemnifying Partyindemnified person shall not pay or settle any such action, suit or proceeding. If Notwithstanding the Indemnifying Party assumes such defenseforegoing, the Indemnified Party indemnified person shall have the right (but not to pay or settle any such action, suit or proceeding, provided that in such event the duty) indemnified person shall waive any right to participate in the defense thereof and to employ such counsel, at its own expense, separate indemnity therefor from the counsel employed by the Indemnifying Party. If, however, the Indemnified Party reasonably determines indemnifying party and no amount in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party respect thereof shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)be claimed as an Indemnity Loss under this Article 10.

Defense of Third Party Claim. If the Indemnifying Party notifies responds to a Claim that is made by a third party ("Third Party Claim") within the Response Period, the Indemnifying Party shall have the right to assume, at such party's expense, the defense of any Third Party Claim and to control the Third Party Claim and any settlement thereof if the Indemnifying Party acknowledges in writing that the Third Party Claim constitutes an enforceable liability for which such party is obligated to indemnify the Indemnified Party; provided, the assumption and control of the defense by Shareholders of any Third Party Claim involving a General Indemnified Liability or an Associated Liability shall be dependent upon the amount of the Claim being less than the Indemnification Cap minus any amounts of Claims already subject to or paid out of the Indemnification Cap. If the Indemnifying Party is not entitled to assume and control the defense of the Third Party Claim, the Indemnifying Party, at its expense, may participate in the defense of the Third Party Claim if it has an economic stake in the third Party Claim. The Indemnified Party, at such party's expense, may assume or participate in the defense of any Third Party Claim which may have a material impact on its business or the business relationship between the Indemnified Party in writing within the Notice Period and a substantial portion of its business customers; provided that it desires to defend if the Indemnified Party against assumes the defense in such circumstances, the Indemnifying Party will not be bound by any third-compromise or settlement effected without its consent (which shall not be unreasonably withheld). The party claimthat defends any Third Party Claim, shall use its best efforts to defend same or to effect a satisfactory settlement thereof, and shall provide the other party all information and copies of all pleadings and other documents and correspondence relating to its defense or attempts to effect a settlement thereof. The Indemnifying Party shall not, in the defense or settlement of any Third Party Claim, consent to any injunctive or other equitable relief or consent to or enter into any order, judgment or settlement with respect thereto, without the prior written consent of the other party hereto, such consent not to be unreasonably withheld; provided, however, if such consent to the settlement is withheld, then the Indemnifying Party may assume such defense upon delivery shall thereafter have no further obligation to defend the Indemnified Third Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim Claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must obligation for the Indemnified Liability which results from such Third Party Claim shall be reasonably satisfactory limited to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred amount proposed by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Partysettlement offer. If the an Indemnifying Party assumes has the right to assume and defend any Third Party Claim under this Section 11.8, but shall fail to assume the defense of such defenseThird Party Claim, the Indemnified Party shall have the may in its sole discretion defend, settle or compromise such Third Party Claim, without prejudice to its right (but not the duty) to participate in the defense thereof and to employ such counsel, at its own expense, separate from the counsel employed indemnification by the Indemnifying PartyParty hereunder. IfThe parties hereto agree to cooperate fully with each other in connection with the defense, however, negotiation or settlement of any Third Party Claim in order to minimize the Indemnified Party reasonably determines in its judgment that representation by indemnified liability associated therewith and to preserve the Indemnifying Party's counsel of both the Indemnifying Party Parties' respective goodwill and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claimbusiness relationships. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel accessnot, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding in the defense of such Third Party Claim, consent to entry of any third-party claim judgment (including using reasonable efforts except with the prior written consent of the Indemnified Party) or enter into any settlement (except with the prior written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by all claimants therein of a full and complete release from all liability in respect of such Third Party Claim to make such persons available for depositions or other discovery practice)the Indemnified Party.

Defense of Third Party Claim. If the Indemnifying Party notifies the Indemnified responds to a Claim that is made by a third party ("Third Party in writing Claim") within the Notice Period that it desires to defend the Indemnified Party against any third-party claimResponse Period, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations have the right to make assume, at such indemnity on an as-incurred basis as provided in this Section 7.4; provided howeverparty's expense, (i) the Indemnifying Party's counsel must be reasonably satisfactory defense of any Third Party Claim and to control the Indemnified Third Party Claim and (ii) any settlement thereof if the Indemnifying Party shall thereafter keep acknowledges in writing that the Third Party Claim constitutes an enforceable liability for which such party is obligated to indemnify the Indemnified Party informed on a reasonable basis Party. Notwithstanding the foregoing, the assumption and control of the status defense of any Third Party Claim involving a General Indemnified Liability shall be dependent upon the amount of the Claim being less than the sums then remaining in the Escrow Account applicable thereto, and, the assumption and control of the defense of any Third Party Claim involving an Additional Indemnified Liability is dependent upon the amount of such claim. All costs Claim, when aggregated with all prior Additional Indemnified Liabilities and expenses incurred by General Indemnified Liabilities, being less than the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, Indemnification Cap applicable to the Indemnifying Party. If the Indemnifying Party is not entitled to assume and control the defense of the Third Party Claim, the Indemnifying Party, at its expense, may participate in the defense of the Third Party Claim if it has an economic stake in the Third Party Claim. The Indemnified Party, at such party's expense, may assume or participate in the defense of any Third Party Claim which may have a material impact on its business or the business relationship between the Indemnified Party and one or more of its business customers or associates; provided that if the Indemnified Party assumes the defense in such defensecircumstances, the Indemnifying Party will not be bound by any determination of the proceeding so defended or any compromise or settlement effected without its consent (which shall not be unreasonably withheld). The party that defends any Third Party Claim, shall use its best efforts to defend same or to effect a satisfactory settlement thereof, and shall provide the other party all information and copies of all pleadings and other documents and correspondence relating to its defense or attempts to effect a settlement thereof. The Indemnifying Party shall not, in the defense or settlement of any Third Party Claim, consent to any injunctive or other equitable relief or consent to or enter into any order, judgment or settlement with respect thereto, without the prior written consent of the other party hereto, such consent not to be unreasonably withheld; provided, however, if such consent to the settlement is withheld by the other party, then the Indemnifying Party shall thereafter have no further obligation to defend the Third Party Claim and the Indemnifying Party's obligation for the Indemnified Liability which results from such Third Party Claim shall be limited to the amount proposed by the Indemnifying Party in the settlement offer. If an Indemnifying Party has the right to assume and defend any Third Party Claim under this Section 10.8, but shall fail to assume the defense of such Third Party Claim, the Indemnified Party may in its sole discretion defend, settle or compromise such Third Party Claim, without prejudice to its right to indemnification by the Indemnifying Party hereunder. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party Claim in order to minimize the indemnified liability associated therewith and to preserve the Parties' respective goodwill and business relationships. The Indemnifying Party shall have the right (but not the duty) to participate not, in the defense thereof and of such Third Party Claim, consent to employ such counsel, at its own expense, separate from entry of any judgment (except with the counsel employed by the Indemnifying Party. If, however, prior written consent of the Indemnified Party reasonably determines in its judgment that representation by Party) or enter into any settlement (except with the Indemnifying Party's counsel prior written consent of both the Indemnifying Party and the Indemnified Party) which does not include as an unconditional term thereof the giving by all claimants therein of a full and complete release from all liability in respect of such Third Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory Claim to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counselIndemnified Party. Notwithstanding anything contained herein in Section 10.7or this Section 10.8, or any other provision of this Agreement to the contrary, the fees, costs and expenses related to the extent either the Indemnifying Party any claim for indemnification hereunder, including, without limitation, reasonable attorneys' and accountants' fees, shall be paid by PJAM or the Indemnified Party has insurance coverage Surviving Corporation if it is determined by the parties that covers defense costsPJAM or the Surviving Corporation, such insurance as the case may be, is not entitled to indemnification or PJAM or the Surviving Corporation shall pay be unsuccessful in any action, suit or proceeding pursuant to Section 10on the defense costs merits of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)indemnification.

Defense of Third Party Claim. If either (a) any Product Exploited by or under authority of Recursion becomes the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon delivery subject of a Third Party’s claim or assertion of infringement of a patent relating to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out Exploitation of such claim Product in the Field in the Territory, or (b) a declaratory judgment action is brought naming either Party as a defendant and (ii) alleging invalidity or unenforceability of any of Takeda Patents, the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis first having notice of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand assertion shall be a liability ofpromptly notify the other Party, and the Parties shall be paid bypromptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, the Indemnifying Party. If the Indemnifying Party assumes such defensesubject to Article 9 (Indemnification), the Indemnified each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). If Takeda is named in such legal action but not Recursion, then Recursion shall have the duty) right to participate in the defense thereof and to employ such counseljoin, at its own expense, separate from any such legal action and to be represented in such action by its own counsel. Neither Party shall enter into any settlement of any claim described in this Section 6.6 that admits to the counsel employed by invalidity, narrowing of scope or unenforceability of Takeda Patents or this Agreement, incurs any financial liability on the Indemnifying part of the other Party, requires an admission of liability, wrongdoing or fault on the part of the other Party, without such other Party’s prior written consent, in each case, such consent not to be unreasonably withheld, conditioned or delayed. If, howeverIn any event, the Indemnified other Party shall reasonably determines in its judgment that representation by assist the Indemnifying Party's counsel of both the Indemnifying Defending Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it cooperate in any such claim litigation at the Defending Party’s request and the Indemnifying Defending Party shall pay reimburse the other Party’s reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense out-of-pocket costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)associated therewith.

Defense of Third Party Claim. (a) With respect to any action at law, suit in equity, administrative action or arbitration or mediation proceeding that is instituted by or against a third party with respect to which any person intends to claim any liability or expense under this Article 10, the indemnifying party shall have fourteen (14) business days after receipt of the notice with respect thereto referred to in the first sentence of Section 10.3 to notify the indemnified party that it elects to conduct and control any action, suit or proceeding with respect to such claim; provided, however, that no such election may be made with respect to any action, suit or proceeding by a taxing authority with respect to any consolidated, combined or unitary return filed by the Company or any of its affiliates. If the Indemnifying Party notifies indemnifying party does not give such notice, the Indemnified Party indemnified person shall have the right to defend, contest, settle or compromise such action, suit or proceeding in writing within the Notice Period exercise of its exclusive discretion, and the indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other terms and conditions of this Article 10 the amount of any Indemnity Loss subject to indemnity hereunder resulting from its liability to the third party claimant. If the indemnifying party gives such notice, it shall have the right to participate in, and, to the extent that it desires shall desire, to defend the Indemnified Party against any third-party claimundertake, then the Indemnifying Party may assume such defense upon delivery conduct and control, through counsel of its own choosing (which counsel shall be satisfactory to the Indemnified Party indemnified party in the reasonable judgment of a written agreement acknowledging the indemnified party and shall not, except with the consent of the indemnified party, be counsel to the indemnified party) and at its sole expense, the conduct and settlement of such action, suit or proceeding, and the indemnified person shall cooperate with the indemnifying party in connection therewith; provided, however, that (i) the Indemnified Party is entitled indemnifying party shall not thereby permit to indemnification for all Damages arising out exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of such claim and the indemnified person, (ii) the Indemnifying Party indemnifying party shall satisfy its obligations not thereby consent to make the imposition of any injunction against the indemnified person without the written consent of the indemnified person, (iii) the indemnifying party shall permit the indemnified person to participate in such indemnity on an as-incurred basis conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the indemnified person except as provided in below, and (iv) upon a final determination of such action, suit or proceeding, the indemnifying party shall promptly reimburse to the extent required under this Section 7.4Article 10 the indemnified person for the full amount of any Indemnity Loss resulting from such action, suit or proceeding and all reasonable and related expenses incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying party (except as provided below); provided further, however, that such fees and expenses of counsel for the indemnified party shall be borne by the indemnifying party if (i) the Indemnifying Party's employment of counsel must be reasonably satisfactory to by the Indemnified Party and indemnified party has been authorized in writing by the indemnifying party, (ii) the Indemnifying Party shall thereafter keep indemnified party has reasonably concluded (based on the Indemnified Party informed advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between such party and the indemnifying party in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable basis time after giving notice of its intent to assume such defense. So long as the status of indemnifying party is contesting any such claim. All costs and expenses incurred by the Indemnifying Party action in defending such claim or demand shall be a liability of, and shall be paid bygood faith, the Indemnifying Partyindemnified person shall not pay or settle any such action, suit or proceeding. If Notwithstanding the Indemnifying Party assumes such defenseforegoing, the Indemnified Party indemnified person shall have the right (but not to pay or settle any such action, suit or proceeding, provided that in such event the duty) indemnified person shall waive any right to participate in the defense thereof and to employ such counsel, at its own expense, separate indemnity therefor from the counsel employed by the Indemnifying Party. If, however, the Indemnified Party reasonably determines indemnifying party and no amount in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party respect thereof shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)be claimed as an Indemnity Loss under this Article 10.

Defense of Third Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the The Indemnifying Party may assume such elect to compromise or defend, and control the defense upon delivery to the Indemnified of, any action or proceeding by a third party (a "Third-Party of a written agreement acknowledging that (iClaim") the Indemnified Party is entitled to indemnification for all Damages arising out of such claim at its own expense and (ii) the Indemnifying Party by counsel who shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If the Indemnifying Party assumes elects to compromise or defend such defenseThird-Party Claim, it shall within twenty (20) days after receipt of the respective Third-Party notice (or sooner, if the nature or procedural posture of the Third-Party Claim so requires) notify the Indemnified Party making such claim of its intent to do so, and such Indemnified Party shall reasonably cooperate upon the request and at the expense of the Indemnifying Party in the compromise of, or defense against, such Third-Party Claim. The foregoing notwithstanding, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall use reasonable efforts to keep the Indemnified Party advised of the status of any Third Party Claim that it has elected to control and the Indemnified Party shall have the right to consult with the Indemnifying Party regarding any such Third Party Claim. If the Indemnifying Party elects not to compromise or defend the Third-Party Claim, or fails to notify the Indemnified Party of its election as herein provided, or fails to diligently defend or seek to compromise such Third-Party Claim after electing to assume such defense or compromise, the Indemnified Party may, in the exercise of its reasonable discretion, pay, compromise or defend such Third-Party Claim. In any event, the Indemnified Party may participate in (but shall not have the duty) right to participate in the defense thereof and to employ such counselcontrol), at its own expense, separate from the counsel employed defense of any Third-Party Claim by the Indemnifying Party. If, provided, however, if the named parties to the action or proceeding include both an Indemnified Party reasonably determines in its judgment that and an Indemnifying Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such an Indemnified Party shall be paid by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice).

Defense of Third Party Claim. (a) If the Indemnifying Party notifies any Legal Proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party other than claims or demands in writing within the Notice Period that it desires to defend the Indemnified respect of Taxes (each, a “Third Party against any third-party claimClaim”), then the Indemnifying Party may assume such defense shall have the right, after receipt of the Indemnified Party’s notice under Section 7.6 and upon delivery giving notice to the Indemnified Party within thirty (30) Business Days of a written agreement acknowledging that such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that: (i) the Indemnified Party is entitled shall at all times have the right to indemnification for all Damages arising out of such claim and fully participate in the defense at its own expense; (ii) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party; (iii) the Third Party Claim does not involve criminal liability or a current material sales representative, customer or supplier of the Business, the Ingénia Group, the Purchaser or their respective Affiliates; (iv) if the Third Party Claim is for an amount greater than the Indemnity Escrow Amount, the Indemnifying Party shall satisfy its obligations furnishes evidence to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, the Indemnified Party if and when requested by the Indemnified Party (i) the Indemnifying Party's counsel must be reasonably which is satisfactory to the Indemnified Party Party, acting reasonably) of the Indemnifying Party’s financial ability to indemnify the Indemnified Party; and (iiv) legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably. (b) If the Indemnifying Party fails within thirty (30) Business Days from receipt of the notice of a Third Party Claim to give notice of its intention to defend the Third Party Claim in accordance with Section 7.6, then the Indemnifying Party shall thereafter keep be deemed to have waived its right to defend the Indemnified Third Party informed on a reasonable basis of the status of such claim. All costs Claim and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ such counsel, undertake at its own expenseexpense or to cause the Indemnifying Party to undertake the defense of the Third Party Claim and compromise and settle the Third Party Claim on behalf, separate from for the counsel employed account and at the risk and potential expense of the Indemnifying Party. (c) Where the defense of a Third Party Claim is being undertaken and controlled by the Indemnifying Party. If, however, the Indemnified Party reasonably determines in will use its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory reasonable commercial efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims provided the Indemnifying Party reimburses the Indemnified Party for reasonable and documented out-of-pocket expenses associated with any employees made available by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.7(c). (d) With respect to any Third Party Claim, the Indemnified Party shall make available to the Indemnifying Party or its counsel to represent or defend it representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any such claim and shall otherwise cooperate on a timely basis with the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding in the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)claim.

Defense of Third Party Claim. If the Indemnifying Party notifies provides written notice to the Indemnified Party in writing stating that the Indemnifying Party is responsible for the entire Third-Party Claim within 15 days after the Notice Period that it desires to defend Indemnifying Party’s receipt of written notice from the Indemnified Party against of such Third-Party Claim (or such lesser number of days set forth in such notice as may be required by any third-party claimcourt or arbitral proceeding), then the Indemnifying Party may assume shall have the right, at the Indemnifying Party’s expense, to defend against, negotiate, settle, or otherwise deal with such defense upon delivery Third-Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party of a written agreement acknowledging Party; provided, however, that (i) each of the Indemnified Party is entitled to indemnification for all Damages arising out and the Indemnifying Party, as applicable in the event such party has not assumed the defense of such claim Third-Party Claim, may participate in any proceeding with counsel of its choice and at its expense; (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an asmay not assume the defense of any Third-incurred basis as provided Party Claim if, in this Section 7.4; provided however, (i) the Indemnifying Party's reasonable opinion of counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis Party, an actual conflict of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ such counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the Indemnified Party reasonably determines in its judgment that representation by the Indemnifying Party's counsel of both interest exists between the Indemnifying Party and the Indemnified Party that precludes effective joint representation, or the amount of any Third-Party Claim exceeds or would present such counsel with a conflict reasonably be expected to exceed the limits of interest, then such indemnification acknowledged by the Indemnifying Party; and (iii) the Indemnified Party may employ separate counsel reasonably satisfactory to take over the defense and prosecution of a Third-Party Claim from the Indemnifying Party and its counsel to represent or defend it (at the Indemnifying Party’s expense) if the Indemnified Party determines in any such claim and good faith that the Indemnifying Party shall pay the reasonable counsel fees has failed or is failing to vigorously prosecute or defend such Third-Party Claim; and disbursements of such separate counsel. Notwithstanding anything contained herein to the contraryprovided, to the extent either further, that the Indemnifying Party or may not enter into a settlement of any Third-Party Claim without the written consent of the Indemnified Party has insurance coverage that covers defense costsunless (A) such settlement provides the Indemnified Party with a full release from such Third-Party Claim, (B) such insurance shall pay settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified, or (C) there is no finding or admission of a violation of applicable Law by the Indemnified Party. If the Indemnifying Party does not timely assume the defense costs of such thirdThird-party's claim. The Indemnifying Party and Claim in accordance with this Section 9.1(b), then the Indemnified Party shall give each other and their respective counsel accesshave the right, during normal business hoursat the Indemnifying Party’s expense, to relevant business records and other documentsdefend against, and shall permit them to consult negotiate, settle, or otherwise deal with their respective agents and employees regarding such Third-Party Claim with counsel selected by the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice)Indemnified Party.

Defense of Third Party Claim. If (A) From and after the delivery of a Claim Notice hereunder and until such time, if any, as it is determined or agreed that the Indemnifying Party notifies has no liability to the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis respect of the status of such claim. All costs and expenses incurred by the Indemnifying relevant Third Party in defending such claim or demand shall be a liability of, and shall be paid byClaim, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the dutyobligation) to participate in control the defense thereof of such Third Party Claim and to employ such counsel, retain (at its own expense) counsel of its choice, separate from reasonably acceptable to the counsel employed by the Indemnifying Indemnified Party. If, however, to represent the Indemnified Party reasonably determines (including the Company if the Purchaser is the Indemnified Party), unless: (i) such Third Party Claim may result in injunctions, equitable or other non monetary remedies which, in the Purchaser's reasonable opinion, are likely to materially adversely impact the Business or the business of the Company (excluding Remedial Actions which shall be carried out in accordance with Section 7.9) in respect of the Indemnified Party and/or any of its judgment Affiliates (including the Company), or (ii) such Third Party Claim in respect of which the Sellers would, if liable, likely be liable to the Purchaser or the Company for less than 50% of the total amount of the corresponding Damage (after taking into account the monetary limitations on the Sellers' liability set forth in this Article VII); provided, in any case, that representation by the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party shall (and, if the Purchaser is the Indemnified Party's counsel of both , shall procure that the Company) cooperate with the Indemnifying Party and the Indemnified Party would present such its counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory and furnish to the Indemnifying Party and its counsel all information and documentation as may be reasonably requested by the Indemnifying Party and its counsels in defending such Third Party Claim. The Indemnified Party may assist, at its expense, in the defense of any Third Party Claim with counsel of its choice, reasonably acceptable to represent or defend it in any such claim and the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party reasonably informed of the development of the underlying claim. The conduct of the defense of a Third Party Claim by the Indemnifying Party shall pay not be deemed to constitute an admission or acknowledgment by the reasonable counsel fees and disbursements Indemnifying Party of liability to the Indemnified Party in respect of such separate counselThird Party Claim. Notwithstanding anything contained herein to the contrarycontrary in this Section 7.3(d)(ii)(A), to the extent either the relevant Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, always be entitled to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding control the defense of a Third Party Claim related to any third-party claim matter referred to in paragraphs (including using reasonable efforts to make such persons available for depositions or other discovery practice)iii) and (iv) of the definition of Specific Liabilities.

Defense of Third Party Claim. If (A) From and after the delivery of a Claim Notice hereunder and until such time, if any, as it is determined or agreed that the Indemnifying Party notifies has no liability to the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis respect of the status of such claim. All costs and expenses incurred by the Indemnifying relevant Third Party in defending such claim or demand shall be a liability of, and shall be paid byClaim, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the dutyobligation) to participate in control the defense thereof of such Third Party Claim and to employ such counsel, retain (at its own expense) counsel of its choice, separate from reasonably acceptable to the counsel employed by the Indemnifying Indemnified Party. If, however, to represent the Indemnified Party reasonably determines (including the Company if the Purchaser is the Indemnified Party), unless: (i) such Third Party Claim may result in injunctions, equitable or other non monetary remedies which, in the Purchaser’s reasonable opinion, are likely to materially adversely impact the Business or the business of the Company (excluding Remedial Actions which shall be carried out in accordance with Section 7.9) in respect of the Indemnified Party and/or any of its judgment Affiliates (including the Company), or (ii) such Third Party Claim in respect of which the Sellers would, if liable, likely be liable to the Purchaser or the Company for less than 50% of the total amount of the corresponding Damage (after taking into account the monetary limitations on the Sellers’ liability set forth in this Article VII); provided, in any case, that representation by the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party shall (and, if the Purchaser is the Indemnified Party's counsel of both , shall procure that the Company) cooperate with the Indemnifying Party and the Indemnified Party would present such its counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory and furnish to the Indemnifying Party and its counsel all information and documentation as may be reasonably requested by the Indemnifying Party and its counsels in defending such Third Party Claim. The Indemnified Party may assist, at its expense, in the defense of any Third Party Claim with counsel of its choice, reasonably acceptable to represent or defend it in any such claim and the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party reasonably informed of the development of the underlying claim. The conduct of the defense of a Third Party Claim by the Indemnifying Party shall pay not be deemed to constitute an admission or acknowledgment by the reasonable counsel fees and disbursements Indemnifying Party of liability to the Indemnified Party in respect of such separate counselThird Party Claim. Notwithstanding anything contained herein to the contrarycontrary in this Section 7.3(d)(ii)(A), to the extent either the relevant Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, always be entitled to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding control the defense of a Third Party Claim related to any third-party claim matter referred to in paragraphs (including using reasonable efforts to make such persons available for depositions or other discovery practice)iii) and (iv) of the definition of Specific Liabilities.

Defense of Third Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon (a) Within thirty (30) days after delivery to the Indemnified Party indemnifying party of any Claim Notice with respect to any claim, demand or action by a third party solely for money damages (hereinafter referred to as a “Monetary Adverse Claim”) against an Indemnitee, the indemnifying party shall have the right, by written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory notice to the Indemnified Party and (ii) Indemnitee, to conduct the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability defense of, and shall be paid bythe negotiations for settlement with respect to, the Indemnifying PartyMonetary Adverse Claim, in good faith and at its own expense. The indemnifying party shall control such defense and negotiations and shall retain the right to make final decisions with respect to the defense or settlement thereof. If the Indemnifying indemnifying Party assumes has given the Indemnitee such defensenotice with respect to a Monetary Adverse Claim, the Indemnified Party Indemnitee shall nevertheless have the right (but not the duty) to participate in the defense or settlement thereof and to employ such counsel, at its own expense, separate from without a right of reimbursement for such expense. If the counsel employed by indemnifying party does not so notify the Indemnifying Party. If, howeverIndemnitee of its election to conduct the defense of a Monetary Adverse Claim or at any time thereafter fails to defend such Monetary Adverse Claim, the Indemnified Party reasonably determines Indemnitee may conduct the defense of the Monetary Adverse Claim. The Indemnitee may at any time notify the indemnifying party of its intention to settle, compromise or satisfy any Monetary Adverse Claim (the defense of which the indemnifying party has not undertaken) and may make such settlement, compromise or satisfaction unless the indemnifying party notifies the Indemnitee in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements writing (within thirty (30) days after receipt of such separate counsel. Notwithstanding anything contained herein notice of intention to the contrarysettle, compromise or satisfy) of its election to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding assume (at its sole expense) the defense of any third-party claim (including using reasonable efforts such Monetary Adverse Claim and promptly thereafter takes appropriate action to make implement such persons available for depositions or other discovery practice)defense.