Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. The parties agree that in the event that any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder (an "Indemnified Party") from the other party (the "Indemnifying Party"), the Indemnified Party will give written notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66

Notice of Third Party Claims. The parties agree If any third party asserts a Claim (a “Third Party Claim”) against an Indemnified Party that in the event that any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification for such party hereunder (an "Indemnified Party") from the other party (the "Indemnifying Party")under this Article IX, the Indemnified Party will shall give written notice of such Third Party Claim (a “Claim Notice”) to the Indemnifying Party as promptly soon as practicable (but in no event later than ten Business Days after the receipt by the Indemnified receiving notice of such Third Party of notice Claim or otherwise acquiring actual knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence assertion thereof), and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defendassume the defense of such Third Party Claim with counsel compensated by and chosen by the Indemnifying Party, compromise and settle any third party suit, claim or proceeding in the name of subject to the Indemnified Party’s reasonable prior approval of such counsel; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have hereunder with respect to such Third Party Claim, except to the extent that the Indemnifying Party is prejudiced as a result of such failure, including where the failure to so notify the Indemnifying Party results in Losses to the Indemnifying Party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such Third Party Claim; and provided further, however, the Indemnifying Party may be liable to not assume control of the defense of a Third Party Claim involving criminal liability or in which equitable relief is sought against the Indemnified Party or if such Third Party Claim involves a significant customer of the Business, but in connection therewith. The Indemnifying Party shall notify such event the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise consent to the entry of judgment or discharge, or admit enter into any liability settlement with respect to any such claim Third Party Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed) unless . Any Claim Notice shall describe in reasonable detail the relief consists solely nature of money damages and includes the Loss, include a provision where the plaintiff or claimant in the matter releases the Indemnified Party from copy of all liability papers served with respect thereto. Notwithstanding to an election to assume Action (if any) and state the defense basis of such action or proceedingrequest for indemnification. In the event the provisions of Section 5.4 conflict with the provisions of this Section 9.3, the Indemnified Party provisions of Section 5.4 shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66govern.

Notice of Third Party Claims. The parties agree that in (a) In the event that any claim or demand for which any Seller Indemnified Party or Purchaser Indemnified Party (the “Indemnified Party”) may have liability is madeasserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), any suit such Indemnified Party shall promptly notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) in writing describing such Third-Party Claim, the basis for indemnification hereunder, the amount or action is commenced, or any knowledge is received estimated amount of a state of facts whichsuch Loss, if not correctedknown or reasonably capable of estimation, may give rise and the method of computation of such amount or estimated amount, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any action at law or suit in equity is instituted by or against a right of indemnification for such third party hereunder (an "with respect to which the Indemnified Party") from the other party (the "Indemnifying Party")Party intends to seek indemnity under this Article VIII, the Indemnified Party will give written notice to shall promptly notify the Indemnifying Party as promptly as practicable after the receipt of such action or suit. A failure by the Indemnified Party to give notice and to tender the conduct or defense of notice or knowledge of such claim, suit, the action or state suit in a timely manner pursuant to this Section 8.3 shall not limit the obligation of facts. Notice to the Indemnifying Party under this Article VIII, except (i) to the preceding sentence shall be given no later than 15 days after receipt extent such Indemnifying Party is actually and materially prejudiced by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except such notice, and (ii) to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available claim has not been given pursuant to this Section 8.3(a) prior to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records expiration of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other applicable period provided in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunderSection 8.4. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days as set forth in the right to defend, compromise and settle any third party suit, notice of the claim or as may be required by court proceeding in the name event of a litigated matter) after receipt of the Indemnified Party notice of the claim (the “Notice Period”) to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant that it desires to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified against such Third-Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66Claim.

Notice of Third Party Claims. The parties agree that If a claim or demand is made against ---------------------------- the Indemnitee or an Action is commenced by any Person who is not a Party or a member of a Party's Group (a "Third Party Claim") for which an Indemnifying ----------------- Party or Indemnifying Parties may be obligated to provide indemnification to the Indemnitee under this Master Separation Agreement or any Ancillary Agreement, the Indemnitee shall give the Indemnifying Party or Indemnifying Parties (including in the event that any claim is made, any suit or action is commenced, or any knowledge is received case of a state of facts whichShared Liability, if not corrected, may give rise the Party designated on Schedule 8.01 to a right of indemnification for such party hereunder (an "Indemnified Party") from the other party have management responsibility (the "Indemnifying Managing Party"), the Indemnified Party will give ) written notice to the Indemnifying Party as -------------- thereof promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days (and in any event within 30 Business Days) after receipt by the Indemnified Indemnitee of notice of the Third Party of service of process Claim, which notice shall describe the Third Party Claim in reasonable detail; provided, however, that no delay or -------- ------- failure by the event a suit or action has commenced or 30 days under all other circumstances. The failure Indemnitee to give prompt notice shall not relieve an Indemnifying Party of its obligation affect the Indemnitee's right to indemnify indemnification under this Master Separation Agreement or any Ancillary Agreement, except to the extent the Indemnifying Party is actually prejudiced by such delay or failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, howeverfurther, that the Indemnifying Party shall not settle-------- ------- be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice. Thereafter, compromise the Indemnitee shall deliver to the Indemnifying Party or dischargeIndemnifying Parties, promptly (or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified case of a Shared Liability any Managing Party from all liability with respect thereto. Notwithstanding an election to assume that has assumed the defense of such action or proceeding, the Indemnified Third Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject Claim pursuant to this Article IX Master Separation Agreement) and keep such Persons informed of all developments relating to in any such claimsevent within three Business Days after the Indemnitee's receipt thereof, and provide copies of all relevant correspondence notices and documentation documents (including court papers) received by the Indemnitee relating thereto. In any event, the Indemnified to such Third Party shall have the right at its own expense to participate in the defense of such asserted 66Claim.

Notice of Third Party Claims. The parties agree that If a Party entitled to indemnification hereunder (in this Article 12, the event that “Indemnified Party”) receives notice of the commencement or assertion of any claim for which the other Party (in this Article 12, the “Indemnifying Party”) may be liable for indemnification pursuant to this Article 12 that has been asserted against the Indemnified Party by any Person who is made, any suit not a Party or action is commenced, or any knowledge is received an affiliate of a state of facts which, if not corrected, may give rise to Party (a right of indemnification for such party hereunder (an "Indemnified Party") from the other party (the "Indemnifying Party"“Third Party Claim”), the Indemnified Party will shall give written notice to the Indemnifying Party as promptly as practicable reasonably prompt notice thereof (“Third Party Claim Notice”), but in any event no later than 30 days after receipt of such notice of such Third Party Claim. The Third Party Claim Notice shall describe the receipt Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the estimated amount of the Losses that have been or may be sustained by the Indemnified Party of notice or knowledge if the estimated amount of such claim, suit, action or state of factsLosses is not known. Notice The omission so to notify the Indemnifying Party under shall not relieve the preceding sentence shall be given no later than 15 days after receipt by Indemnifying Party from any liability on the part of the Indemnifying Party to the Indemnified Party that otherwise may exist with respect to such cause under this Article 12 unless (and only to that extent that) the omission to notify actually and materially prejudices the ability of service the Indemnifying Party to exercise its right to defend as provided in this Article 12. From the time the Indemnified Party receives notice of process the Third Party Claim, the Indemnified Party shall, at the expense of the Indemnifying Party and subject to receipt of all reasonable cooperation from the Indemnifying Party, take all commercially reasonable steps to protect its rights and the rights of the Indemnifying Party in respect of such Third Party Claim, provided that the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice take such steps shall not relieve an Indemnifying impact the right of the Indemnified Party of its obligation to indemnify indemnification hereunder except to the extent the Indemnifying Party is was actually prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66delay.

Notice of Third Party Claims. The parties agree that in the event that any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of Any Indemnified --------- ---------------------------- Party seeking indemnification for such any Loss or potential Loss arising from a claim asserted by a third party hereunder (an "Indemnified Party") from the other party (the "Indemnifying Party"), against the Indemnified Party will (each, a "Third Party Claim") shall give written notice thereof to the Indemnifying Party as promptly as practicable within 10 days after its receipt of a written assertion of liability from the receipt by third party; provided, however, that the Indemnified Party shall not be foreclosed -------- ------- from seeking indemnification pursuant to this Article VII as a result of any failure to provide timely notice or knowledge of such claim, suit, action or state the existence of facts. Notice a Third Party Claim to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party only to the extent that the Indemnifying Party may be liable has been materially damaged or prejudiced as a result of such delay. Such notice shall summarize the bases for such Third Party Claim. Within twenty (20) days after receiving such notice the Indemnifying Party shall give written notice to the Indemnified Party in connection therewith. The Indemnifying Party shall notify stating whether it disputes its obligation to provide indemnification hereunder or the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit validity or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses amount of such counsel shall be at the Indemnified Party's sole expenseThird Party Claim and whether it will defend against such Third Party Claim. If the Indemnifying Party shall undertake fails to compromise give notice that it disputes either its obligation hereunder with respect to such claim or defend any the validity or amount thereof within twenty (20) days after receipt of such claimnotice, it shall promptly notify be deemed to have accepted and agreed to such Third Party Claim, which shall become immediately due and payable subject to the limitations set forth herein. If the Indemnifying Party fails to give notice that it disputes its obligation to provide indemnification hereunder but disputes the validity or amount of such Third Party Claim, it shall be deemed to have accepted responsibility for such Third Party Claim subject to the limitations set forth herein (a "Covered Third Party Claim"). If the Indemnifying Party provides notice that it disputes its obligation to provide indemnification hereunder, such Third Party Claim shall not be subject to indemnification hereunder unless the Indemnified Party of its intention to do so, and the Indemnified obtains a determination in accordance with Section 9.1 that such Third Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim Claim is subject to this Article IX and keep such Persons informed of all developments relating to any such claimsindemnification hereunder, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified in which case it shall be treated as a Covered Third Party shall have the right at its own expense to participate in the defense of such asserted 66Claim.

Notice of Third Party Claims. The parties agree that in (a) In the event that any third party claim ("Claim") is made, hereafter asserted against any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise party hereto as to a right of indemnification for which such party hereunder may be entitled to indemnification hereunder, such party (an the "Indemnified PartyIndemnitee") from shall notify the other party required by the terms of this Agreement to indemnify the Indemnitee (the "Indemnifying Party")) in writing thereof (the "Claims Notice") within sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, (ii) receipt by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment against such Indemnity, or (iii) such Indemnitee becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if reasonably possible, of the Buyers Losses or the Sellers Losses, as the case may be, that have been or may be incurred or suffered by eFunds or ATM, the Indemnified Party will give written notice to Principals or Ronald G. Roth, as the case may be, from such third party claim. The fxxxxxx xx xxxxly notify the Indemnifying Party as promptly as practicable after of the receipt by the Indemnified Party of notice or knowledge commencement of such claim, suit, action or state of facts. Notice to actions in accordance with this Section 10.6(a) shall not relieve the Indemnifying Party under from the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify under this Section 10, except to the extent the Indemnifying Party is establishes by competent evidence that it or they are directly and materially prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66thereby.

Notice of Third Party Claims. The parties agree that in the event that if any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder (an "Indemnified Party") from the other party (the "Indemnifying Party"), the Indemnified Party will give written notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event if a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement that form the basis of such claim, copies of all material written evidence thereof, and the estimated amount of the Damages that have or may be sustained by the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 30 days of having been notified pursuant to this Section 9.05(a10.04(a) if the Indemnifying Party elects to assume the defense of any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's sole expense. If the Indemnifying Party shall undertake to compromise or defend any such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim; provided, however, that the Indemnifying Party shall not settle, compromise compromise, or discharge, or admit any liability with respect to to, any such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision where the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Indemnifying Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes such representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense, or (iii) if the Indemnifying Party elects not to assume or fails to assume the defense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any claim subject to this Article IX X and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. In Also, in any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted 66liability. If the Indemnifying Party receiving such notice of claim does not elect to defend such claim or does not defend such claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such claim; provided, however, that (i) the Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such claim; (ii) the Indemnified Party's defense of or participation in the defense of any such claim shall not in any way diminish or lessen the obligations of the Indemnifying Party under this Article X; and (iii) the Indemnified Party shall not settle, compromise, or discharge, or admit any liability with respect to, any such claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).