Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VII, it shall promptly notify the Owner in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the Owner is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c).

Method of Asserting Claims. All claims Whenever any Claim shall arise for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VIISection 20, it shall promptly notify the Owner in writing indemnified party will give prompt written notice to the indemnifying party of such claim. The failure to provide such notice will not affect any rights hereunder except Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the Owner is defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced thereby. the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (bwhich approval shall not be unreasonably withheld) If and to control the defense, settlement or compromise of such claim involves a claim Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third-third party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice for which it is entitled to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, indemnification hereunder without the prior written consent of the Indemnified Partyindemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such claim in good faithindemnified party is a party to such Claim, the Indemnified Party shall not pay action or settle any cause of action, suit or proceeding), unless such claim without the Owner’s consentsettlement, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement consent includes an unconditional release of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make all such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense indemnified parties from all liability arising out of such claim within the ten-day period set forth above)Claim, then the Indemnified Party may conduct and controlaction, through counsel of its own choosing and at the expense of the Owner, the settlement suit or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)proceeding.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends The party seeking indemnification (the "INDEMNITEE") will give prompt written notice to seek the party or parties from which indemnification hereunder is sought (the "INDEMNITOR") of any Claim, whether solely between the parties or brought by a third party, which it discovers or of which it receives notice and which might give rise to a claim by it against Indemnitor under this Article VII10 hereof, it shall promptly notify stating the Owner in writing of such claim. The nature, basis and (to the extent known) amount thereof; provided that failure to provide such give prompt notice will shall not affect jeopardize the right of any rights hereunder Indemnitee to indemnification except to the extent the Owner is such failure shall have materially prejudiced therebythe ability of the Indemnitor to defend such Claim. (b) If such claim involves a claim In case of any Claim or suit by a third-third party against the Indemnified Partyor by any governmental body, the Owner shallor any legal, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement administrative or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII arbitration proceeding with respect to such claim and (iii) which Indemnitor may have liability under the Owner may notindemnity agreement contained in this Article 10, without the consent of the Indemnified PartyIndemnitor shall be entitled to participate therein, settle or compromise any action or consent and, to the entry of any judgment. So long as the Owner is contesting any such claim in good faithextent desired by it, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to ensure proper and adequate defense of any such suit, Claim or proceeding. The Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the indemnity agreements contained in this Section without the written consent of Indemnitor, and the Indemnitor shall not agree to make any settlement of any Claim which would not include the unconditional release of the Indemnitee without the written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the Indemnitee shall notify the Indemnitor of any claim or demand pursuant to the foregoing provisions or is entitled but does not contest Section 10.3(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnitee, the Indemnitor shall have the right to employ counsel acceptable to the Indemnitee to defend any such claim or demand asserted against the Indemnitee. The Indemnitee shall have the right to participate in the defense of any such claim or demand. The Indemnitor shall notify the Indemnitee in writing, as promptly as possible (but in any case before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnitee to the Indemnitor under Section 10.3(a) of its election to defend in good faith (including if any such third party claim or demand. The Indemnitee shall make available to the Owner does Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not notify the Indemnified Party of its assumption of the defense of Indemnitor elects to defend any such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owneror demand, the settlement or defense thereof, and the Owner Indemnitee shall cooperate with it in connection therewith. The failure of the Indemnified Party have no obligations to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)do so.

Method of Asserting Claims. All claims Whenever any Claim shall arise for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VIISection 19, it shall promptly notify the Owner in writing indemnified party will give prompt written notice to the indemnifying party of such claim. The failure to provide such notice will not affect any rights hereunder except Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the Owner is defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced thereby. the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (bwhich approval shall not be unreasonably withheld) If and to control the defense, settlement or compromise of such claim involves a claim Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third-third party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice for which it is entitled to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, indemnification hereunder without the prior written consent of the Indemnified Partyindemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such claim in good faithindemnified party is a party to such Claim, the Indemnified Party shall not pay action or settle any cause of action, suit or proceeding), unless such claim without the Owner’s consentsettlement, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement consent includes an unconditional release of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make all such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense indemnified parties from all liability arising out of such claim within the ten-day period set forth above)Claim, then the Indemnified Party may conduct and controlaction, through counsel of its own choosing and at the expense of the Owner, the settlement suit or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)proceeding.

Method of Asserting Claims. (a) All claims for indemnification under Section 6.1 for breach of Warranty or for payment under Section 2.8(b) ("Claim") by any Indemnified Party under the Buyer pursuant to this Article VII VI shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under made in accordance with the provisions of this Article VII, it shall promptly notify the Owner in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the Owner is materially prejudiced therebySection 6.2. (b) If The Buyer shall give prompt written notification to the Warrantors of the commencement of any action, suit or proceeding relating to a third party claim in respect of which a Claim may be made under any of the Warranties. Within 20 days after delivery of such claim notification and before taking any action the Buyer shall consult with the Warrantors as to the defence of such action, suit or proceeding. The Buyer shall keep the Warrantors advised of the status of such action, suit or proceeding and the defence thereof and shall consider in good faith recommendations made by the Warrantors with respect thereto. The Buyer shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Warrantors such consent not to be unreasonably withheld or delayed Provided that where a Claim as aforesaid is made against the Warrantors or any of them and the Warrantors accept liability for such Claim then: (i) if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not be a director of the Buyer at such time; or (ii) if the Claim is made pursuant to Section 2.12 within 20 days after delivery of the notification referred to above, the Warrantors may (unless the relevant action, suit or proceeding involves a claim by a third-party for injunctive relief against any company in the Indemnified Party, Group) upon written notice thereof to the Owner shall, within ten days after receipt Buyer assume control of the defence and upon so doing shall consult with the Buyer as to the defence of such notice action, suit or proceeding. The Warrantors shall keep the Buyer advised of the status of such action, suit and upon notice proceeding and to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost defence thereof and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines consider in good faith that representation recommendations made by the Owner’s counsel of (i) Buyer with respect thereto. The Warrantors shall not agree to any settlement or the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement entry of a third-party claim at judgement in any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may notrelevant action, suit or proceeding without the prior written consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Owner’s consentBuyer, such consent not to be unreasonably withheldwithheld or delayed. Notwithstanding In deciding whether any consent hereunder is being withheld unreasonably all relevant circumstances shall be taken into account including primarily the foregoingrequirement to maintain the goodwill of any relevant customer, and the strength of the defence of the relevant Company in the Group. (a) No Warrantor shall have any liability under or in respect of a Claim unless the aggregate amount of all such liabilities shall exceed the sum of US$500,000 (in which event the liability shall be for the full amount and shall not be limited to the amount of the excess); and the Warrantors shall not be liable for an individual Claim if the amount thereof shall be less than US$10,000 (and a Claim of less than US$25,000 shall not count in determining whether the said sum of US$500,000 shall have been exceeded); (b) The total aggregate liability of the Warrantors: (i) under or in respect of all and any Claims shall be limited to 97.35% of the aggregate of the total consideration due to the Company Stockholders under this Agreement, which shall be calculated as the aggregate of the following: (i) US$30m; (ii) the lower of: (1) $60m and (2) the value of the 1,103,629 shares of Buyer Common Stock issued as the Initial Shares calculated at the date upon which a Claim is due to be settled; and (iii) the amount of the Additional Consideration if paid in cash or, if the compromise or settlement Additional Consideration is satisfied by an issue of a third-party claim could reasonably be expected to adversely affect Buyer Common Stock, the status lower of: (1) the cash value of the Parent as a real estate investment trust within Additional Consideration, and; (2) the meaning of Section 856 value of the Code, then number of shares of Buyer Common Stock issued as the Parent Additional Consideration calculated at the date upon which a Claim is due to be settled. and for this purpose the value of shares of Buyer Common Stock shall make such decision to compromise or settle be the third-party claim without mid market closing price on the need to obtain relevant day on the other party’s consent. If Nasdaq National Market and appropriate adjustments shall be made applying the Owner is not entitled to assume the defense principles set out in Section 1.4 if any of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party stock split of its assumption of the defense similar events therein mentioned occur between issue of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, shares and the Owner shall cooperate with it in connection therewith. The failure of date upon which the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required relevant valuation is to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)made.

Method of Asserting Claims. (a) All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends pursuant to seek indemnification under this Article VII, it paragraph 14 shall promptly notify be made in accordance with the Owner in writing provisions of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the Owner is materially prejudiced therebythis Agreement. (b) If The Indemnified Parties shall give prompt written notification to the Representatives of the commencement or threatened commencement of any action, suit or proceeding (and the facts constituting the basis therefor) or any other basis for which indemnification pursuant to this paragraph 14 may be sought (an "Indemnification Notice"). In the event of any such claim involves a claim by a third-party against the Indemnified Partyfor indemnification hereunder, the Owner shallnotice shall specify, within ten if known, the amount or an estimate of the amount of the liability arising therefrom. (c) Within thirty (30) days after receipt delivery of such notification, the Representatives may, upon written notice and upon notice thereof to the Indemnified PartyParties, assumeassume control of the defense of any action, suit or proceeding brought by any person other than the Indemnified Parties with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itParties. If the Representatives do not so assume control of such defense, the Indemnified Party determines in good faith Parties shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that representation if the Representatives assume control of such defense and the counsel selected by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present Representatives concludes that such counsel with has a conflict of interestinterest due to the existence of conflicting or different defenses available to the Indemnifying Parties and the Indemnified Parties with respect to such action, then the Owner shall pay suit or proceeding, the reasonable fees and expenses of one firm of separate counsel for all Indemnified Parties shall be paid by the Indemnified Party’s counselIndemnifying Parties. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Ownerstatus of such action, at suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Parties shall not agree to any time settlement of such action, suit or proceeding without the prior to the delivery written consent of the notice referred Representatives, which shall not be unreasonably withheld. The Representatives shall not agree to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may notaction, suit or proceeding without the prior written consent of the Indemnified PartyParties, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c).

Method of Asserting Claims. All claims Whenever any claim shall arise for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VIIXIX, it the indemnified party will give prompt written notice to the indemnifying party of such claim, stating the nature, basis and (to the extent known) amount thereof, and shall promptly notify cooperate fully in the Owner in writing defense, settlement or compromise of such claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such claim. The indemnifying party shall have the sole right to select counsel for the defense of such claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such claim. The failure indemnified party shall have the right to provide participate in (but not control) the defense of any such notice will claim, with its counsel and at its own expense. The indemnified party shall not affect settle or compromise any rights hereunder except to the extent the Owner is materially prejudiced thereby. (b) If such claim involves a claim by a third-third party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice for which it is entitled to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, indemnification hereunder without the prior written consent of the Indemnified Partyindemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting judgment in any pending or threatened claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such claim in good faithindemnified party is a party to such claim, the Indemnified Party shall not pay action or settle any cause of action, suit or proceeding), unless such claim without the Owner’s consentsettlement, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement consent includes an unconditional release of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make all such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense indemnified parties from all liability arising out of such claim within the ten-day period set forth above)claim, then the Indemnified Party may conduct and controlaction, through counsel of its own choosing and at the expense of the Owner, the settlement suit or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)proceeding.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If In the event that any claim or demand (collectively, “Claim”) for which Seller would be liable to an Indemnified Purchaser Party intends hereunder is asserted against or sought to seek indemnification under this Article VIIbe collected from an Indemnified Purchaser Party by a third party, it the Indemnified Purchaser Party shall promptly notify Seller of the Owner in writing Claim, specifying the nature of such claim. The failure to provide such notice will not affect any rights hereunder except the Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Owner is materially prejudiced thereby. final amount of the Claim) (b) If such claim involves a claim by a third-party the “Claim Notice”). Seller shall thereupon, at its sole cost and expense, defend the Indemnified Purchaser Party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, Claim with counsel reasonably satisfactory to the Indemnified Purchaser Party. (b) Seller shall not without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Indemnified Purchaser Party pay any amount of money or give any other consideration), the giving by the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance satisfactory to the Indemnified Purchaser Party, from all liability in respect of the Claim. If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at the its sole cost and expense expense. If, in the reasonable opinion of the OwnerIndemnified Purchaser Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may use of counsel chosen by Seller would present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Purchaser Party and Seller, and the Indemnified Purchaser Party shall have reasonably concluded that there may take over be legal defenses available to it which are different from or in addition to those available to Seller, or (iii) any Claim, or the litigation or resolution of any such Claim, involves an issue or matter which could reasonably have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party or any one or more of its affiliates, then, in each case, the Indemnified Purchaser Party shall have the right to control of the defense or settlement of a third-party claim at any time if it irrevocably waives such Claim, and its costs and expenses shall be included as part of the indemnification obligation of Seller hereunder; provided, however, that the Indemnified Purchaser Party shall not settle any such Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If the Indemnified Purchaser Party should elect to exercise such right to indemnity under this Article VII control the defense or settlement of any such Claim, Seller shall have the right to participate in, but not control, the defense or settlement of such Claim at its sole cost and expense. (c) In the event an Indemnified Purchaser Party should have a claim against Seller hereunder that does not involve a Claim being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall send a Claim Notice with respect to such claim and (iii) the Owner may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consentSeller. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner Seller does not notify the Indemnified Party of its assumption Purchaser Party, within ten (10) days from receipt of the defense Claim Notice, that it disputes such claim, the amount of such claim within shall be conclusively deemed a liability of Seller hereunder. (d) All claims for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and resolved under the ten-day period procedures set forth above), then hereinabove by substituting in the appropriate place “Indemnified Party may conduct Seller Party” for “Indemnified Purchaser Party” and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense variations thereof, and “Purchaser” for “Seller and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate inShareholder” and variations thereof, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)applicable.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VIIIn the event that a Compensated Person shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which it shall be indemnified pursuant to this Agreement, the Compensated Person shall promptly notify give written notice thereof to the Owner in writing of such claimRepresentative. The failure to provide such Such notice will not affect any rights hereunder except shall specify with a reasonable particularity (to the extent that the Owner information is materially prejudiced therebyavailable) (a) the factual basis for the Claim, and (b) the amount of the Claim, if known. With respect to any Claim other than a Third Party Claim, following receipt of notice from the Compensated Person of the Claim, the Representative shall have 20 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Compensated Person shall make available to the Representative the information relied upon by the Compensated Person to substantiate the Claim, together with all such other information as the Representative may reasonably request. If both parties agree at or prior to the expiration of such 20 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Representative shall immediately direct the Company Stockholders to pay to the Compensated Person the full agreed upon amount of the Claim. (b) If a third party asserts that a Compensated Person is liable to such claim involves third party for a monetary or other obligation which may constitute or result in Losses for which such Compensated Person may be entitled to indemnification pursuant to this Article VII, and such Compensated Person reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Compensated Person shall be entitled to satisfy such obligation, without prior notice to or consent from the Representative, (ii) such Compensated Person may make a claim by for indemnification pursuant to this Article VII in accordance with the provisions of this Agreement, and (iii) such Compensated Person shall be reimbursed, in accordance with the provisions of this Agreement, for any such Losses for which it is entitled to indemnification pursuant to this Article VII. (c) The Compensated Person shall give prompt written notification to the Representative of the commencement of any action, suit or proceeding relating to a third-party against the Indemnified PartyThird Party Claim for which indemnification pursuant to this Article VII may be sought. Within 10 days after delivery of such notification, the Owner shallRepresentative may, within ten days after receipt upon written notice thereof to the Compensated Person, assume control of the defense of such notice and upon notice to the Indemnified Partyaction, assume, suit or proceeding with counsel reasonably satisfactory to the Indemnified PartyCompensated Person, at provided the sole cost and expense of Representative acknowledges in writing to the OwnerCompensated Person that any damages, fines, costs or other liabilities that may be assessed against the settlement Compensated Person in connection with such action, suit or defense thereof (in proceeding constitute Losses for which case any Loss associated therewith the Compensated Person shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itentitled to indemnification pursuant to this Article VII. If the Indemnified Party determines in good faith Representative does not assume control of such defense within 10 days of the delivery of notice described above, the Compensated Person shall control such defense, the party not controlling such defense may participate therein at its own expense; provided that representation by if the Owner’s counsel Representative assumes control of (i) such defense and the Indemnifying Party Compensated Person reasonably concludes that the indemnifying parties and (ii) the Indemnified Party may present Compensated Person have conflicting interests or different defenses available with respect to such counsel with a conflict of interestaction, then the Owner shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party’s counselCompensated Person shall be considered “Losses” for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Ownerstatus of such action, at any time prior to suit or proceeding and the delivery of the notice referred to defense thereof and shall consider in the first sentence of this Section 7.02(b) good faith recommendations made by the Owner, file other party with respect thereto. The Compensated Person shall not agree to any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may notaction, suit or proceeding without the prior written consent of the Indemnified PartyRepresentative, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or The Representative shall not agree to any settlement of a third-party claim could reasonably be expected to adversely affect such action, suit or proceeding without the status prior written consent of the Parent as a real estate investment trust within the meaning of Section 856 of the CodeCompensated Person, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense which shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)unreasonably withheld.

Method of Asserting Claims. All An Indemnified Person under this Agreement shall, with respect to claims for indemnification asserted against such party by any Indemnified Party third party, give written notice to each Indemnifying Person of any liability which might give rise to a claim for indemnity under this Article VII shall be asserted Agreement promptly (and resolved as follows: in any event within sixty (a60) If an days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party intends Person may seek indemnification, give prompt written notice to seek indemnification under this Article VIIeach Indemnifying Person of any liability or loss which might give rise to a claim for indemnity; provided, it shall promptly notify the Owner in writing of such claim. The however, that any failure to provide give such notice on a timely basis will not affect waive any rights hereunder of the Indemnified Person except to the extent the Owner is rights of the Indemnifying Person are materially prejudiced thereby. (b) If such claim involves a claim prejudiced. As to any claim, action, suit or proceeding by a third-party against the Indemnified Partythird party, the Owner shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party Indemnifying Person may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of such matter, including the claim pursuant employment of counsel and the payment of all expenses relating thereto. The Indemnifying Person shall give written notice to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the each Indemnified Party Person of its assumption of the defense of such claim any action, suit or proceeding within the ten-day period set forth above), then fifteen (15) days of receipt of notice from the Indemnified Party may Person with respect to such matter. The Indemnified Person shall have the right to employ its or their own counsel in any such matter, but the reasonable fees and expenses of such counsel shall be the responsibility of such Indemnified Person unless (i) the Indemnifying Person has not reasonably promptly employed counsel satisfactory to such Indemnified Person, or (ii) the Indemnified Person has reasonably concluded that the conduct of such proceedings by the Indemnifying Person and control, through counsel of its own choosing and at will prejudice the expense rights of the OwnerIndemnified Person. The Indemnified Person shall provide such cooperation and such access to its books, records and properties as the Indemnifying Person shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. An Indemnified Person shall not make any settlement of any claim without the written consent of the Indemnifying Person, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or relief other than the payment of money. After settlement and payment thereof, the Indemnifying Person shall have no right to dispute or object to the amount of the settlement or defense thereofa claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, and the Owner such indemnification shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurredIndemnifying Person upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Person and the expiration of any applicable appeal period, promptly or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against delivery the Indemnified Person; (iii) the date required in any agreement for the settlement of invoices thereforthe claim; or (iv) with respect to indemnities for liabilities relating to Tax, upon the issuance of any resolution by a taxation authority. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect provided that there is no dispute as to any breach the applicability of a representation or warranty in Section 4.01(h) indemnification, expenses of counsel to the Indemnified Person shall be governed reimbursed on a current basis by Section 6.04(c)the Indemnifying Person if such expenses are a liability of the Indemnifying Person.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which Seller would be liable to an Indemnified Purchaser Party intends hereunder is asserted against or sought to seek indemnification under this Article VIIbe collected from an Indemnified Purchaser Party by a third party, it the Indemnified Purchaser Party shall promptly notify the Owner in writing Seller of such claim. The failure to provide claim or demand, specifying the nature of such notice will not affect any rights hereunder except claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Owner is materially prejudiced therebyfinal amount of such claim and demand) (the "Claim Notice"). Seller shall thereupon, at its sole cost and expense, defend the Indemnified Purchaser Party against such claim or demand with counsel reasonably satisfactory to Indemnified Purchaser Party. (b) If such claim involves a claim by a third-party Seller shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified PartyPurchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Indemnified Purchaser Party pay any amount of money or give any other consideration), the Owner shall, within ten days after receipt of such notice and upon notice giving by the claimant or plaintiff to the Indemnified PartyPurchaser Party of a release, assume, with counsel reasonably in form and substance satisfactory to the Indemnified Purchaser Party, from all liability in respect of such claim or litigation. If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at the its sole cost and expense expense. If, in the reasonable opinion of the OwnerIndemnified Purchaser Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may use of counsel chosen by Seller would present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Purchaser Party and Seller, and the Indemnified Purchaser Party shall have reasonably concluded that there may take over be legal defenses available to it which are different from or in addition to those available to Seller, or (iii) any claim or demand, or the litigation or resolution of any such claim or demand, involves an issue or matter which could reasonably have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party or its affiliates, then, in each case, the Indemnified Purchaser Party shall have the right to control of the defense or settlement of a third-party any such claim at or demand and its costs and expenses shall be included as part of the indemnification obligation of Seller hereunder; provided, however, that the Indemnified Purchaser Party shall not settle any time if it irrevocably waives its such claim or demand without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If the Indemnified Purchaser Party should elect to exercise such right, Seller shall have the right to indemnity under this Article VII participate in, but not control, the defense or settlement of such claim or demand at its sole cost and expense. (c) In the event an Indemnified Purchaser Party should have a claim against Seller hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall send a Claim Notice with respect to such claim and (iii) the Owner may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consentSeller. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner Seller does not notify the Indemnified Party of its assumption Purchaser Party, within ten (10) days from receipt of the defense Claim Notice, that it disputes such claim, the amount of such claim within shall be conclusively deemed a liability of Seller hereunder. (d) All claims for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and resolved under the ten-day period procedures set forth above), then hereinabove by substituting in the appropriate place "Indemnified Party may conduct Seller Party" for "Indemnified Purchaser Party" and control, through counsel of its own choosing variations thereof and at the expense of the Owner, the settlement or defense thereof, "Purchaser" for "Seller" and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid variations thereof as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)applicable.

Method of Asserting Claims. (a) All claims for indemnification as specified in Section 7.1 ("Claims") by any an Indemnified Party under Person pursuant to this Article VII shall be asserted made in accordance with the provisions of this Agreement and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VII, it shall promptly notify the Owner in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the Owner is materially prejudiced therebyEscrow Agreement. (b) If a third party asserts that an Indemnified Person is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Article VII, then the Indemnified Person shall give prompt written notification of the assertion to the Shareholder Representative. If within thirty (30) days after delivery of such notification, the Shareholder Representative has not contested or otherwise notified the indemnified Person of any objection to the assertion and such Indemnified Person reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Person shall be entitled to satisfy such obligation, without prior notice to or consent from the Shareholder Representative, (ii) such Indemnified Person may make a Claim for indemnification pursuant to this Article VII in accordance with the provisions of the Escrow Agreement (if applicable) and this Article VII, and (iii) such Indemnified Person shall be reimbursed in accordance with the provisions of the Escrow Agreement (if applicable) and this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Shareholder Representative to dispute the Indemnified Person's entitlement to indemnification under the terms of the Escrow Agreement (if applicable) and this Article VII. (c) The Indemnified Person shall give prompt written notification to the Shareholder Representative of the commencement of any action, suit or proceeding relating to a third party claim involves a claim for which indemnification pursuant to this Article VII may be sought; provided, however, that no delay on the part of the Indemnified Person in notifying the Shareholder Representative shall relieve the Shareholders of any liability or obligation hereunder except to the extent of any damage or liability caused by a third-party or arising out of such failure. Within thirty (30) days after delivery of such notification, the Shareholder Representative may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suit or proceeding provided the Shareholder Representative acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified PartyPerson in connection with such action, the Owner shall, within ten days after receipt of such notice and upon notice to suit or proceeding constitute Damages for which the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith Person shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itentitled to indemnification pursuant to this Article VII. If the Indemnified Party determines in good faith that representation by the Owner’s counsel Shareholder Representative does not so assume control of (i) the Indemnifying Party and (ii) such defense, the Indemnified Party Person shall control such defense. The party not controlling such defense may present participate therein at its own expense; provided that if the Shareholder Representative assumes control of such counsel defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with a conflict of interestrespect to such action, then the Owner shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party’s counselPerson shall be considered "Damages" for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Ownerstatus of such action, at suit or proceeding and the defense thereof. The Indemnified Person shall not agree to any time settlement of such action, suit or proceeding without the prior to the delivery written consent of the notice referred Shareholder Representative, which shall not be unreasonably withheld. The Shareholder Representative shall not agree to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may notaction, suit or proceeding without the prior written consent of the Indemnified PartyPerson, settle or compromise any action or consent to the entry of any judgment. So long as the Owner is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c).

Method of Asserting Claims. All claims for indemnification by any party entitled to make such claim hereunder (or any of their affiliated parties (each an "Indemnified Party under Person")) pursuant to this Article VII VIII shall be asserted and resolved as follows:made in accordance with the provisions of this Section 7.2. (a) If an The Indemnified Party intends Person shall give prompt written notification to seek the party obligated to provide such indemnification (the "Indemnifying Person") of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VIII may be sought; provided, however, that no delay on the part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Person from any liability or obligation under this Article VII, it VIII unless such notification delay shall promptly notify prejudice the Owner in writing Indemnifying Person. Within 30 days after delivery of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the Owner is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Partynotification, the Owner shallIndemnifying Person may, within ten days after receipt of such upon written notice and upon notice thereof to the Indemnified PartyPerson, assumeassume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party, at the sole cost Person (and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in Person agrees to execute such settlement or defense through counsel chosen by itdocuments as are necessary to permit the Indemnifying Person to control such defense). If the Indemnifying Person does not so assume control of such defense, the Indemnified Party determines in good faith Person shall control such defense. The party not controlling such defense may participate therein at its own cost and expense; provided, that representation by the Owner’s counsel of (i) if the Indemnifying Party Person assumes control of such defense and (ii) the Indemnified Party Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may present have materially conflicting interests or different defenses available with respect to such counsel with a conflict of interestaction, then the Owner shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party’s counselparties shall be considered "Damages" for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Ownerstatus of such action, at any time prior to suit or proceeding and the delivery of the notice referred to defense thereof and shall consider in the first sentence of this Section 7.02(b) good faith recommendations made by the Owner, file other party with respect thereto. The Indemnifying Person shall not agree to any motion, answer settlement or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement entry of a third-party claim at judgment in any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may notaction, suit or proceeding without the prior written consent of the Indemnified Party, settle or compromise any action or consent to Person. (b) In determining the entry amount of any judgment. So long as the Owner is contesting Damage attributable to a breach, any such claim materiality standard contained in good faitha representation, the Indemnified Party shall not pay warranty or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status covenant of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if the Owner does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner Company shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)disregarded.

Method of Asserting Claims. All claims for The party seeking indemnification (the "Indemnitee") will give prompt written notice to the other party or parties (the "Indemnitor") of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to a claim by any Indemnified Party it against Indemnitor under this Article VII shall be asserted Section 7 hereof, stating the nature, basis and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VII, it shall promptly notify the Owner in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent known) amount thereof; provided that failure to give prompt notice shall not jeopardize the Owner is right of any Indemnitee to indemnification unless such failure shall have materially prejudiced thereby. (b) If the ability of the Indemnitor to defend such claim involves a claim Claim. In case of any Claim or suit by a third-third party against the Indemnified Partyor by any governmental body, the Owner shallor any legal, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement administrative or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII arbitration proceeding with respect to such claim and (iii) which Indemnitor may have liability under the Owner may notindemnity agreement contained in this Section 7, without the consent of the Indemnified PartyIndemnitor shall be entitled to participate therein, settle or compromise any action or consent and, to the entry of any judgment. So long as the Owner is contesting any such claim in good faithextent desired by it, the Indemnified Party shall not pay or settle any such claim without the Owner’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party’s consent. If the Owner is not entitled to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the claim pursuant election so to assume the foregoing provisions defense thereof, Indemnitor will not be liable to Indemnitee for any legal or is entitled but other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not contest actually assume the defense thereof following notice of such claim election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in good faith (including if order to insure proper and adequate defense of any such suit, Claim or proceeding. If the Owner does not notify the Indemnified Party of its assumption of Indemnitor actually assumes the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the OwnerIndemnitee, the Indemnitee will not make any settlement or defense thereofof any Claim which might give rise to liability of Indemnitor under the indemnity agreements contained in this Section without the written consent of Indemnitor, which consent shall not be unreasonably withheld, and the Owner Indemnitor shall cooperate with it in connection therewith. The failure not agree to make any settlement of any Claim which would not include the unconditional release of the Indemnified Party to participate inIndemnitee without the written consent of Indemnitee, conduct or control such defense which consent shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c)unreasonably withheld.