Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. If (a) In each instance, when a claim for Damages indemnification pursuant to Section 10.2 (a "“Claim"”) is to be made by a person an Indemnified Party entitled to indemnification hereunder, the person aggregate amount of Damages sought with respect to one or more of the submitted Claims must exceed $5,000. The Indemnified Party claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person other Party (the "“Indemnifying Party"”) reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event which that may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if or receipt by the Indemnified Party is of notice of a Stockholder Indemnified claim involving the assertion of a claim by a Third Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided furtherincluding a Governmental Entity, that if the Indemnified may give rise to Damages for which indemnification may be sought under Section 10.2 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder AgentClaim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except and only to the extent that, that the Indemnifying Party demonstrates actual material suffers damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the The Indemnifying Party shall acknowledge have 30 days (or such lesser number of days set forth in writing the notice as may be required by court proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim, in which case the Indemnifying Party shall be obligated to indemnify defend the Indemnified Party under against such Third Party Claim. In the terms case of its indemnity hereunder in connection with such Third-a Third Party Claim, then subject to the limitations of Section 10.2, the party conducting the defense (Athe “Defending Party”) shall determine and conduct the defense, compromise or settlement of such Third Party Claim, and, subject to the limitations of Section 10.2, (a) the Indemnifying other party (the “Non-Defending Party”) shall make available to the Defending Party any documents and materials in its or its Affiliates’ possession or control that may be necessary to the defense of such Third Party Claim and (b) the Defending Party shall be entitled andkeep the other Party reasonably informed of all material developments and events relating to such Third Party Claim. The Non- Defending Party, if it so elects, shall be obligated at its own cost, risk sole option and expense, (1) to take control of the may participate in any defense and investigation of such Third-Third Party Claim and (2) or settlement negotiations with respect to pursue such Third Party Claim, unless the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Non-Defending Party shall have reasonably concluded, based on the written advice of counsel, that representation of the Non-Defending Party by the same counsel as represents the Defending Party would be entitled (but not obligated)inappropriate due to an actual material conflict of interest between them, if it so elects, to compromise or settle such claim, in which compromise or settlement chase the Non-Defending Party’s participation shall be made only at the expense of the Defending Party. Except with the written consent of the Indemnified Party, such consent Non-Defending Party (not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit , conditioned or other legal action in accordance with this Section 10.2(bdelayed), the Indemnified Defending Party maywill not, at its own cost and expense, participate in the investigation, trial and defense of such Third-a Third Party Claim; provided that, if consent to the named persons entry of any judgment or enter into any compromise or settlement (w) which does not include as an unconditional term thereof the giving to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and by the Third Party of a release from all liability with respect to such suit, claim, action or proceeding; (x) unless there is no finding or admission of (i) any violation of Law by the Indemnified Party has been advised in writing by counsel that there may be one (or more legal defenses available to such Indemnified Party that are different from or additional to those available to any Affiliate thereof), (ii) any liability on the Indemnifying Party, part of the Indemnified Party (or any Affiliate thereof) not indemnified hereunder or (iii) any violation of the rights of any Person and no effect on any other claims of a similar nature that may be made by the same Third Party against the Indemnified Party (or any Affiliate thereof); (y) which exceeds the applicable indemnification limitations as set forth herein; or (z) which provides for 35 injunctive or other non-monetary equitable relief against the Indemnified Party or its Affiliates or their respective businesses. (b) Notwithstanding the foregoing, if a Third Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Liabilities pursuant to Section 2.3(c) (“Purchaser Taxes”) and a claim for Taxes that are not Liabilities pursuant to Section 2.3(c) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled, at the Indemnifying Party's cost, risk and expense, entitled to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume control the defense of such Third-Third Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Noticesuch Third Party Claim, a “Tax Claim”). In such case, the Indemnified other Party against which such Third(Seller or Purchaser, as the case may be, the “Non-Party Claim has been asserted Controlling Party”) shall be entitled to participate fully (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Non-Controlling Party's cost, risk and ’s sole expense, ) in the defense, compromise and settlement conduct of such Third-Tax Claim and the Controlling Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled settle such Tax Claim without the written consent of the Indemnifying Party, such Non- Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the claimrelative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes. ARTICLE 11 MISCELLANEOUS 11.1 Public Announcements. Other than as set forth in Section 7.1, the Indemnifying no Party shall keep issue or make any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the Indemnified Party reasonably informed prior approval of the progress other Party, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which its securities are listed to make a public disclosure, such Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable to the other Party and provide the other Party a reasonable opportunity to comment thereon. The contents of any such defensepublic announcement, compromise press release or settlement, other public disclosure that has been reviewed and in approved by the event reviewing Party or that is consistent with the Indemnified foregoing may then be rereleased by any Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise without a requirement for advance notice or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgmentreapproval.

Procedure for Claims. If a claim for Damages indemnification pursuant to Section 8.2 (a "“Claim"”) is to be made by a person Buyer Indemnified Party entitled to indemnification hereunder, the person Buyer Indemnified Party claiming such indemnification (the "“Indemnified Party"”) shall give written notice (a "“Claim Notice"”) to the indemnifying person (the "Indemnifying Party") promptly Seller after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered 8.2.Subject to the Stockholder Agent. The provisions of Section 8.2(g) above, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 8.2 involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-“Third Party Claim"”), if the Indemnifying Party Buyer shall acknowledge in writing to determine and conduct the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms defense, compromise or settlement of its indemnity hereunder in connection with such Third-Third Party Claim, then and (Aa) all reasonable expenses relating to the defense of such Third Party Claim (whether or not incurred by the Buyer) shall be borne and paid exclusively by the Indemnifying Party; (ii) the Indemnifying Seller shall make available to the Buyer any documents and materials in their possession or control that may be necessary to the defense of such Third Party Claim; and (c) the Buyer shall keep the Seller informed of all material developments and events relating to such Third Party Claim. The Seller shall be entitled andentitled, if it so elects, shall be obligated at its own cost, risk sole option and expense, (1) to take control of the participate in, but not to determine or conduct, any defense and investigation of such Third-Third Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only negotiations with the written consent of the Indemnified Party, respect to such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Third Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 8.4 and for any final judgment (subject to any right of appeal). If there is a Third Party Claim that, and if adversely determined would give rise to a right of recovery for Damages hereunder, then any amounts incurred by the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason Parties in defense of such settlement or judgmentclaim, regardless of the outcome of such claim, shall be deemed “Damages” hereunder.

Procedure for Claims. If a claim for Damages indemnification pursuant to Section 10.2 (a "Claim") is to be made by a person Parent Indemnified Party entitled to indemnification hereunder, the person Parent Indemnified Party claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") Stockholder Representative promptly after the Indemnified Party becomes aware of any fact, condition or event which the Company reasonably anticipates may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, and such Claim Notice shall only be valid if it is delivered by specify in reasonable detail the Stockholder Agent; individual items of Damages, the basis for the anticipated liability and provided furtherthe nature of the breach of representation, that if the Indemnified Party is a Parent Indemnified Partywarranty, covenant or agreement giving rise to such Claim Notice shall be valid if it is delivered to the Stockholder AgentDamages. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual is damaged or prejudiced in any material damage caused respect by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 10.2(a)(i) involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, but not including any Tax Contest, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party Stockholder Representative shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party Stockholder Representative shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party Stockholder Representative elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Indemnified Party's cost, risk and expenseexpense (if such Claim represents Damages for which indemnification is due), to retain one firm of separate counsel of its own choosing. If the Indemnifying Party Stockholder Representative fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 10.2(b) within ten fifteen (1015) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying PartyStockholder Representative) have the right to undertake, at the Indemnifying Party's cost, risk and expenseexpense (if such Claim represents Damages for which indemnification is due), the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying PartyStockholder Representative, which consent shall not be unreasonably withheld. In the event the Indemnifying Party Stockholder Representative assumes the defense of the claim, the Indemnifying Party Stockholder Representative shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party Stockholder Representative reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 10.2(b) and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.29.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 9.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 9.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. (i) If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "Indemnified Party"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") promptly (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided9.2, that if but in no event shall the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid effective if it is delivered by received after the Stockholder Agent; and provided further, that if expiration of the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder AgentSurvival Period. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Claim Notice is received after the expiration of the Survival Period or the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expenseexpense (or, if the Person making such election is the Member Representative, at the cost, risk and expense of the Member or group of Members that is the Indemnifying Party), (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which as long as such proposed settlement or judgment involves only the payment of money damages; otherwise, the Indemnifying Party shall not compromise or settlement shall be made only with settle such claim without the prior written consent of the Indemnified Party, such which consent shall not to be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party (or the Member Representative acting on behalf of such Indemnifying Party) and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (or the Member Representative acting on behalf of such Indemnifying Party), the Indemnified Party shall be entitled, at the Indemnifying Indemnified Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party (or, if the Indemnifying 45 Party is a Member or group of Members, the Member Representative) fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 9.2 within ten (10) 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying PartyParty (or, if the Indemnifying Party is a Member or group of Members, the Member Representative)) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; and shall be entitled to settle or compromise such Third Party Claim without the prior written consent of such Indemnified Party, as long as such compromise or settlement involves only the payment of money damages, otherwise provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying PartyParty (or, if the Indemnifying Party is a Member or group of Members, the Member Representative), which consent shall not be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) assumes the defense of the claim, the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 9.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment. (ii) Notwithstanding clause (i) above, in the event that any Indemnified Party is a Member Indemnified Party, any Claim Notice, election or other notification or correspondence required pursuant to such clause (i) shall only be valid if it is delivered by the Member Representative to Intelligroup. Each Member hereby irrevocably appoints the Member Representative as its agent and attorney-in-fact with respect to the matters set forth in this Article 9, and hereby irrevocably grants to the Member Representative the authority to administer Claims on behalf of such Member, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Member with respect to, the settlement of any such Claim. Each Intelligroup Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Member Representative as such agent and attorney-in-fact in connection with any Claim by or against any Member pursuant to this Article 9. For purposes of this Section 9.2(b)(ii) the Member Representative shall be entitled to rely on the direction of (y) the Majority Holders, with respect to any Claims pursuant to Section 9.2(a)(i), and (z) the Indemnifying Party, with respect to any Claim pursuant to Section 9.2(a)(ii).

Procedure for Claims. (a) If a claim for Damages (a "Claim") is to be made under Article 3 or Article 9 by a person entitled to indemnification hereunder, the person claiming making such indemnification claim (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person subject of the claim (the "Indemnifying Party") promptly as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification the claim may be sought under this Article 3 or Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. 9.2. (b) The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. . (c) In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party ClaimClaim or the Indemnifying Party wishes to pursue the claim itself in any event, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. . (d) In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b)9.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party ClaimClaim and shall make available to the Indemnifying Party at the Indemnifying Party's cost and expense, all such information, books, records, and employees of the Azimuth Companies as are reasonably required for the purpose of the defence; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. . (e) If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 9.4 within ten (10) 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, undertake the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Claim. (f) In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. settlement and shall use its best endeavours in undertaking such defence, compromise, or settlement not to prejudice the Indemnifying Party in the event that it transpires that the Indemnifying Party is required to indemnify the Indemnified Party in connection with such Third Party Claim. (g) The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 9.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment. (h) If the Claim is in relation to receivables, and Intelligroup has been indemnified by the Azimuth Shareholders in respect thereof, Intelligroup will if requested assign such receivables to the Azimuth Shareholders.

Procedure for Claims. If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "Indemnified Party"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") promptly as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only . Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the extent thereofIndemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b)6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's Party"s cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 6.4 within ten (10) 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) Party have the right to undertake, at the Indemnifying Party's Party"s cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party party Claim effected pursuant to and in accordance with this Section 10.2 6.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. (a) If a claim for Damages indemnification pursuant to Section 10.2 (a "“Claim"”) is to be made by a person an Indemnified Party entitled to indemnification hereunder, the person Indemnified Party claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the indemnifying person other applicable Party (the "“Indemnifying Party"”) reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if 10.2 or receipt by the Indemnified Party is of notice of a Stockholder Indemnified Partyclaim brought pursuant to Section 10.2 involving the assertion of a claim by a Third Party (whether pursuant to a lawsuit, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided furtherother legal action or otherwise, that if the Indemnified a “Third Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder AgentClaim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, that the Indemnifying Party demonstrates actual material actually suffers damage caused by such failure, and then only to the extent thereof. The Indemnifying Party shall have [***] days (or such lesser number of days set forth in the notice as may be required by court proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Third Party Claim, then subject to the limitations of Section 10.2, the Party conducting the defense (Athe “Defending Party”) shall determine and conduct the defense, compromise or settlement of such Third Party Claim, and, subject to the limitations of Section 10.2, (i) the Indemnifying other applicable Party (the “Non-Defending Party”) shall make available to the Defending Party any documents and materials in its or its Affiliates’ possession or control that may be necessary to the defense of such Third Party Claim and (ii) the Defending Party shall be entitled andkeep the other Parties reasonably informed of all material developments and events relating to such Third Party Claim. (b) The Non-Defending Party, if it so elects, shall be obligated at its own cost, risk sole option and expense, (1) to take control of the may participate in any defense and investigation of such Third-Third Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only negotiations with respect to such Third Party Claim. Except with the written consent of the Indemnified Party, such consent Non-Defending Party (not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit , delayed or other legal action in accordance with this Section 10.2(bconditioned), the Indemnified Defending Party maywill not, at its own cost and expense, participate in the investigation, trial and defense of such Third-a Third Party Claim; provided that, if consent to the named persons entry of any judgment or enter into any compromise or settlement (i) which does not include as an unconditional term thereof the giving to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and by the Third Party of a release from all liability with respect to such suit, claim, action, or proceeding; (ii) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party has been advised in writing by counsel that there may be one (or more legal defenses available to such Indemnified Party that are different from or additional to those available to any Affiliate thereof), (B) any liability on the Indemnifying Party, part of the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 within ten (10or any Affiliate thereof) calendar days after receipt not indemnified hereunder or (C) any violation of the Claim Notice, rights of any Person and no effect on any other claims of a similar nature that may be made by the same Third Party against the Indemnified Party against (or any Affiliate thereof); or (iii) which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to exceeds the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, applicable indemnification limitations as set forth herein. No settlement or compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-any Third Party Claim shall not be compromised or settled without deemed to determine the written consent amount of Damages of the Indemnifying Party, which consent shall not be unreasonably withheld. In Indemnified Parties under this Article 10 unless the event the Indemnifying Non-Defending Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgmentactually consents thereto.

Procedure for Claims. If (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to: (i) the Sellers’ Representative, in the case of a claim for Damages against the Sellers; and (ii) the Purchaser, in the case of a "Claim") is claim against the Purchaser; provided that failure to be made by a person entitled to indemnification hereunder, so notify the person claiming such indemnification (the "Indemnified Party") applicable Indemnifying Party shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") promptly after not preclude the Indemnified Party becomes aware from any indemnification which it may claim in accordance with this ARTICLE IX, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. For the avoidance of any factdoubt, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if in each case where the Indemnified Party is a Stockholder or the Indemnifying Party is, collectively, the Sellers, then in each such case all references to such Indemnified Party or Indemnifying Party, as the case may be, in this Section 9.08 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Sellers’ Representative acting on behalf of such Claim Notice shall only be valid if it is delivered by Indemnified Party or Indemnifying Party, as applicable. (b) In the Stockholder Agent; and provided furtherevent of any Third-Party Claim, that if the Indemnified Party shall cause written notice of the assertion of any Third-Party Claim of which it has knowledge that is covered by the indemnity set forth in this ARTICLE IX to be forwarded to: (i) the Sellers’ Representative, in the case of a Parent Indemnified claim against the Sellers; and (ii) the Purchaser, in the case of a claim against the Purchaser (the recipient of such Third-Party Claim referred to as the “Third-Party Claim Indemnifying Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent”). The failure of any the Indemnified Party to give timely reasonably prompt notice hereunder of any Third-Party Claim shall not release, waive or otherwise affect rights to indemnification hereunderthe Third-Party Claim Indemnifying Party’s obligations with respect thereto, except and only to the extent that, that the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Claim Indemnifying Party shall acknowledge in writing to the is actually and materially prejudiced thereby. (c) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party that Party, the Indemnifying Party shall be obligated entitled, by notice to indemnify the Indemnified Party under delivered within twenty (20) Business Days of the terms receipt of its indemnity hereunder in connection with notice of such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of assume the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both that (i) the Indemnifying Party and shall allow the Indemnified Party and the Indemnified Party has been advised a reasonable opportunity to participate in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim with its own counsel and at its own expense and (ii) subject to the terms of this ARTICLE IX, the Indemnifying Party shall pay the reasonable fees and expenses of one (1) outside counsel of the Indemnified Party in accordance the event that the Third-Party Claim of which the Indemnifying Party seeks to assume control involves a claim that outside legal counsel to the Indemnified Party has advised the Indemnified Party is inappropriate for joint representation because of an actual conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim. Such assumption of the conduct and control of the settlement or defense shall not be deemed to be an admission or assumption of liability by the Indemnifying Party. If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice9.08(c), the Indemnified Party against which shall be entitled to assume and control such Third-Party Claim has been asserted shall (upon delivering notice to such effect to defense, but the Indemnifying Party) have Party may nonetheless participate in the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement defense of such Third-Party Claim on behalf with its own counsel and at its own expense. The Indemnified Party shall, and shall cause each of its Affiliates and for the account of representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third-Party Claim, including by furnishing books and Records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim. If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided that such compromise, settlement or judgment does not involve any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, does not result in a liability or the creation of a financial or other obligation of or restriction on any Indemnified Party, and provides to each Indemnified Party an unqualified release from all liability in respect of such Third-Party Claim shall not Claim. (d) Each Party hereto agrees to provide reasonable access to the other Parties to such documents and information concerning the Group Companies as may be compromised or settled without reasonably requested in connection with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise negotiation or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim. (e) The Indemnified Party shall not, without prior approval (such approval not to be unreasonably withheld) of the Third-Party Claim effected pursuant Indemnifying Party, settle or compromise any Third-Party Claim or permit a default or consent to and in accordance with this Section 10.2 and for entry of any final judgment (subject to any right of appeal)judgment, unless the claimant or claimants and the Indemnified Party provide to the Third-Party Claim Indemnifying Party agrees to indemnify and hold harmless each Indemnified an unqualified release from all liability in respect of the Third-Party from and against any and all Damages by reason of such settlement or judgmentClaim.