Common use of General Indemnification Provisions Clause in Contracts

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without prior written consent of the indemnified party, provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlement.

General Indemnification Provisions. (a) The indemnified Any Person seeking indemnification under this Article VI (an "INDEMNIFIED PARTY") shall give prompt notice to the party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which parties from whom such indemnification is sought under Section 6.2 or 6.3 (the "INDEMNIFYING PARTY"), stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement and, if in respect of which such claim, demand, action right of indemnification is claimed or proceeding is a arises. The obligations and Liabilities of the Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party claim, demand, action or proceedingwhich are subject to the indemnification provided for in this Article VI ("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, the indemnifying party will Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by 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 VI. If the rightIndemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then 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 if it gives notice of its intention to do so to the Indemnified Party within 15 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 good faith judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at its own expense, to assume the defense thereof using counsel reasonably acceptable to expense of the indemnified party, except in Indemnifying Party. In the case of a claim that relates to Taxes, as to which Purchaser shall assume event the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have Indemnifying Party exercises the right to participate, at its own expense, with respect to undertake any such third party claim, demand, action or proceeding. In connection with defense against any such third party claim, demand, action or proceedingThird Party Claim as provided above, the parties thereto Indemnified Party shall cooperate with each other the Indemnifying Party in such defense and provide each other make available to the 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 is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with access the Indemnified Party in such defense and make available to relevant books the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and records information in their possessionthe Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such third party claim, demand, action or proceeding shall Third Party Claim may be settled by the Indemnifying Party without prior the written consent of the indemnified party, provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlementIndemnified Party.

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, by a third party ("Third Party Claim"), the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. Notwithstanding anything to the contrary contained in this Section 6.4(a), if the indemnified party shall have been advised in writing by outside counsel that it may have one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such Third Party Claim, but the indemnifying party shall be entitled, at its expense, to participate in the defense of such Third Party Claim. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto hereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld, provided, however, that if a firm, written offer is made (and has not been revoked or modified) to settle any such third party claimThird Party Claim (a "Settled Claim") entirely for cash (and such settlement offer includes a full release of the indemnified party), demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlement.:

General Indemnification Provisions. (a) The indemnified party Indemnifying Party shall promptly notify pay the indemnifying party Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum compounded annually (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any claimLosses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 protest, notice of this Agreement andprotest, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case notice of a claim that relates to Taxes, as to which Purchaser shall assume the defense, dishonor and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without prior written consent notice of the indemnified party, provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified partynonpayment; (ii) the indemnifying party right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedinghave been satisfied; and (iii) the maximum right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlement.Indemnifying Party hereunder. ARTICLE VI CONFIDENTIAL INFORMATION 6.1

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its own expense, to assume the defense thereof thereof, using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without prior written consent of the indemnified party, provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iiiii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlement.

General Indemnification Provisions. (a) The indemnified party Any of the Purchasers or Aether shall promptly notify the indemnifying party Seller of any claim, demand, action or proceeding for which indemnification is sought under pursuant to Section 6.2 or 6.3 7.2 of this Agreement or, as applicable, Seller shall promptly notify Purchasers and Aether of any claim, demand, action or proceeding for which indemnification is sought pursuant to Section 7.3 of this Agreement ( either such notice the “Claim Notice”). Each Claim Notice shall state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceedingThird Party Claim, the party or parties receiving the Claim Notice (collectively, for purposes of this Section 7.5, the “indemnifying party party”) will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the party or parties giving the Claim Notice (collectively, for purposes of this Section 7.5, the “indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense”). The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto indemnifying party and the indemnified party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding Third Party Claim shall be the amount of paid to the proposed settlement indemnified party pursuant to (i) above even if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater that than the amount of the proposed settlement. If, after the indemnifying party pays the indemnified party the amount described in (i) above, the indemnifying party incurs any additional costs with respect to such claims, including without limitation, additional costs of settlement or judgment, the indemnified party shall promptly reimburse the indemnifying party for all such costs. If the indemnifying party does not notify the indemnified party within 15 days of receipt therefrom of written notice of a Third Party Claim that it intends to so assume the defense thereof, or if the indemnifying party shall fail to so defend the same, the indemnified party may do so (and may settle such action without approval of the indemnifying party at 44 the sole expense of the indemnifying party (and where the indemnified party is a Purchaser, the Indemnification Holdback may be used therefor)).

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceedingproceeding by a third party ("Third Party Claim"), the indemnifying party will have the right, at its ----------------- own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, party which consent may not be unreasonably withheld; provided, however, that if a -------- ------- firm, written offer is made to settle any such third party claim, demand, action or proceeding Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding Third Party Claim shall be the amount of the proposed settlement settlement, if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater that than the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any additional costs of defense which it subsequently incurs with respect to such claims and all additional costs of settlement or judgment.

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceedingproceeding by a third party ("Third Party Claim"), the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding Third Party Claim shall be the amount of the proposed settlement settlement, if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater that the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any additional costs of defense which it subsequently incurs with respect to such claims and all additional costs of settlement or judgment.

General Indemnification Provisions. (ai) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 5.1(b), (c) or 6.3 (d) of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceedingproceeding by a third party ("Third Party Claim"), the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser the Surviving Corporation shall assume the defense, and Seller the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto hereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding Third Party Claim shall be the amount of the proposed settlement settlement, if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater that the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any additional costs of defense which it subsequently incurs with respect to such claims and all additional costs of settlement or judgment.

General Indemnification Provisions. (a) The indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceedingproceeding by a third party ("Third Party Claim"), the indemnifying party will ----------------- have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third Third Party Claim. After the indemnifying party claimhas notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, demandand for so long as the indemnifying party diligently pursues such defense, action the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or proceedingsettlement of such asserted liability. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without prior written consent of the indemnified party, party which consent may not be unreasonably withheld; provided, -------- however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding Third Party ------- Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (iii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding Third Party Claim shall be the amount of the proposed settlement settlement, if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater that than the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any additional costs of defense which it subsequently incurs with respect to such claims and all additional costs of settlement or judgment.

General Indemnification Provisions. (a) The indemnified party An Indemnified Party shall promptly notify give the indemnifying party Indemnifying Party written notice of any claimmatter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, demandstating the amount of the Loss, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement and, if in respect of which such claim, demand, action right of indemnification is claimed or proceeding is a arises. The obligations and liabilities of an Indemnifying Party under this Article with respect to Losses arising from claims of any third party claim, demand, action or proceedingthat are subject to the indemnification provided for in this Article ("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, the indemnifying party will have Indemnified Party shall promptly give the rightIndemnifying Party written notice of such Third Party Claim and shall permit the Indemnifying Party, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claims (subject to the limitations set forth herein), then the Indemnifying Party shall be entitled, at its option, to assume and control the defense thereof using of such Third Party Claim at its expense and through counsel reasonably acceptable of its choice if it gives prompt notice of intention to do so to the indemnified party, except in Indemnified Party. In the case of a claim that relates to Taxes, as to which Purchaser shall assume event the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the Indemnifying Party exercises its right to participate, at its own expense, with respect to undertake the defense against any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceedingThird Party Claim as provided above, the parties thereto Indemnified Party shall cooperate with each other the Indemnifying Party in such defense and provide each other make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with access the Indemnified Party in such defense and make available to relevant books it all such witnesses, records, materials and records information in their possessionits possession or under its control relating thereto as is reasonably required by the Indemnified Party. No such third party claimThird Party Claim, demandexcept the settlement thereof which involves the payment of money only and for which the Indemnified Party is totally indemnified by the Indemnifying Party, action or proceeding shall may be settled by the Indemnifying Party without prior the written consent of the indemnified partyIndemnified Party (which consent shall not be unreasonably withheld). Similarly, provided, however, that if a firm, written offer no Third Party Claim which is made to settle any such third party claim, demand, action or proceeding and being defended in good faith by the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party Indemnifying Party shall be excused from, and settled by the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) Indemnified Party without the maximum liability written consent of the indemnifying party relating to such third party claim, demand, action, or proceeding Indemnifying Party (which consent shall not be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlementunreasonably withheld).

General Indemnification Provisions. (a) The indemnified party An Indemnified Party shall promptly notify give the indemnifying party Indemnifying Party notice of any claimmatter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, demandstating the amount of the Loss, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement and, if in respect of which such claim, demand, action right of indemnification is claimed or proceeding is a arises. The obligations and liabilities of an Indemnifying Party under this Article with respect to Losses arising from claims of any third party claim, demand, action or proceedingthat are subject to the indemnification provided for in this Article ("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, the indemnifying party will have Indemnified Party shall give the rightIndemnifying Party notice of such Third Party Claim and shall permit the Indemnifying Party, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claims (subject to the limitations set forth herein), then the Indemnifying Party shall be entitled, at its option, to assume and control the defense thereof using of such Third Party Claim at its expense and through counsel reasonably acceptable of its choice if it gives prompt notice of intention to do so to the indemnified party, except in Indemnified Party. In the case of a claim that relates to Taxes, as to which Purchaser shall assume event the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the Indemnifying Party exercises its right to participate, at its own expense, with respect to undertake the defense against any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceedingThird Party Claim as provided above, the parties thereto Indemnified Party shall cooperate with each other the Indemnifying Party in such defense and provide each other make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the 44 Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with access the Indemnified Party in such defense and make available to relevant books it all such witnesses, records, materials and records information in their possessionits possession or under its control relating thereto as is reasonably required by the Indemnified Party. No such third party claimThird Party Claim, demandexcept the settlement thereof which involves the payment of money only and for which the Indemnified Party is totally indemnified by the Indemnifying Party, action or proceeding shall may be settled by the Indemnifying Party without prior the written consent of the indemnified partyIndemnified Party (which consent shall not be unreasonably withheld). Similarly, provided, however, that if a firm, written offer no Third Party Claim which is made to settle any such third party claim, demand, action or proceeding and being defended in good faith by the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party Indemnifying Party shall be excused from, and settled by the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) Indemnified Party without the maximum liability written consent of the indemnifying party relating to such third party claim, demand, action, or proceeding Indemnifying Party (which consent shall not be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlementunreasonably withheld).

General Indemnification Provisions. (a) The indemnified party An Indemnified Party shall promptly notify give the indemnifying party Indemnifying Party notice of any claimmatter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, demandstating the amount of the Loss, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement and, if in respect of which such claim, demand, action right of indemnification is claimed or proceeding is a arises. The obligations and liabilities of an Indemnifying Party under this Article with respect to Losses arising from claims of any third party claim, demand, action or proceedingthat are subject to the indemnification provided for in this Article ("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, the indemnifying party will have Indemnified Party shall give the rightIndemnifying Party prompt notice of such Third Party Claim and shall permit the Indemnifying Party, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claims (subject to the limitations set forth herein), then the Indemnifying Party shall be entitled, at its option, to assume and control the defense thereof using of such Third Party Claim at its expense and through counsel reasonably acceptable of its choice if it gives prompt notice of intention to do so to the indemnified party, except in Indemnified Party. In the case of a claim that relates to Taxes, as to which Purchaser shall assume event the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the Indemnifying Party exercises its right to participate, at its own expense, with respect to undertake the defense against any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceedingThird Party Claim as provided above, the parties thereto Indemnified Party shall cooperate with each other the Indemnifying Party in such defense and provide each other make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with access the Indemnified Party in such defense and make available to relevant books it all such witnesses, records, materials and records information in their possessionits possession or under its control relating thereto as is reasonably required by the Indemnified Party. No such third party claimThird Party Claim, demandexcept the settlement thereof which involves the payment of money only and for which the Indemnified Party is totally indemnified by the Indemnifying Party, action or proceeding shall may be settled by the Indemnifying Party without prior the written consent of the indemnified partyIndemnified Party (which consent shall not be unreasonably withheld). Similarly, provided, however, that if a firm, written offer no Third Party Claim which is made to settle any such third party claim, demand, action or proceeding and being defended in good faith by the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the indemnified party; (ii) the indemnifying party Indemnifying Party shall be excused from, and settled by the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) Indemnified Party without the maximum liability written consent of the indemnifying party relating to such third party claim, demand, action, or proceeding Indemnifying Party (which consent shall not be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater that the amount of the proposed settlementunreasonably withheld).