Common use of Procedures for Defense Settlement and Indemnification of Third Party Claims Clause in Contracts

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If the Indemnitee receives notice or otherwise becomes aware that a Third Party (including any Governmental Authority) has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then the Indemnitee shall notify the Indemnitor in writing as promptly as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article V, except to the extent that the Indemnitor is actually materially prejudiced as a result of such Indemnitee’s failure to give timely notice. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Party Claim (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Party Claim), at its expense and with its counsel; provided, that the defense of such Third-Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against Parent or its Affiliates shall be deemed materially adverse to Parent, and any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against New BBX Capital or its Affiliates shall be deemed materially adverse to New BBX Capital), (B) shall with respect to such Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If the Indemnitee receives notice or otherwise becomes aware that a Third Party Person (including any Governmental Authority) other than a Cogint Entity or a SpinCo Entity has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is which shall be governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (other than the Tax Matters Agreement) (collectively, a “Third-Party Claim”), then the Indemnitee shall notify the Indemnitor in writing as promptly as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the Third Party third party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article V, except to the extent that the Indemnitor is actually materially prejudiced as a result of such Indemnitee’s failure to give timely notice. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Party Claim (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Party Claim), at its expense and with its counsel; provided, however, that the defense of such Third-Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against Parent Cogint or its Affiliates shall be deemed materially adverse to ParentCogint, and any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against New BBX Capital SpinCo or its Affiliates shall be deemed materially adverse to New BBX CapitalSpinCo), (B) shall with respect to such Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwisenonfinancial) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If Each Person seeking indemnification under this Article IV (the Indemnitee receives “Indemnitee”) will give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or otherwise becomes aware that a the commencement of any Action by any Third Party (including any Governmental Authority) has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then Claim”); provided that the failure of the Indemnitee shall notify the Indemnitor to give notice as provided in writing as promptly as practicable thereafter. Any such notice shall describe the Third-this Section 4.04(a) will not relieve any Indemnifying Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article VSection 4.02, except to the extent that such failure actually prejudices the Indemnitor is actually materially prejudiced rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as a result of such promptly as reasonably practicable following the Indemnitee’s failure to give timely notice. The Indemnitee shall deliver receipt thereof, copies of all written notices and documents it receives regarding (including any court papers) received by the Indemnitee relating to the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With will provide the Indemnifying Party with such other Information with respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a such Third-Party Claim in accordance with Section 5.5(a), reasonably requested by the Indemnitor shall Indemnifying Party. The Indemnifying Party will have the right right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.04, to assume the defense of the Third-Party Claim control of, and defend against, negotiate, settle (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b4.04(b), seek to settle ) or compromise otherwise deal with such Third-Party Claim), at its expense and with its counsel; provided, that but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim by with its own counsel and at its own expense. In the Indemnitor (A) shall not, in the reasonable determination case of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or arising in connection otherwise deal with any criminal proceedingThird-Party Claim, Legal Proceeding, indictment, allocation or investigation fails to provide the Indemnitee with notice of its intent to assume control of and defend against Parent or its Affiliates shall be deemed materially adverse to Parent, and any Third-Party Claim relating within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b)) or arising otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnitees in connection with any criminal proceedingThird-Party Claim. Notwithstanding the foregoing, Legal Proceedingparticipation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, indictmentwhich the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, allocation subject to the terms of this Article IV, such comments or investigation against New BBX Capital questions will not alter or its Affiliates shall be deemed materially adverse limit the Indemnifying Party’s obligations as set forth in this Agreement. (b) Notwithstanding anything in this Section 4.04 to New BBX Capital)the contrary, (B) shall with respect to such neither the Indemnifying Party nor the Indemnitee will, without the written consent of the other party, settle or compromise any Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in or permit a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, default or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without any judgment. Notwithstanding the applicable Indemnitee’s consentforegoing, which consent shall not be unreasonably withheld or delayed. However, of the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall will not be required to consent to entry of a judgment or a for any such settlement if it would (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit an injunctionany order, declaratory judgment, other order injunction or other non-monetary equitable relief to be entered, directly or indirectly, against any Indemnitee. the Indemnitee and (ciii) No such settlement includes an unconditional release of such Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnitee; provided, however, that in no event will Fortrea (as Indemnifying Party) settle or compromise any Action brought by any Governmental Authority against any Indemnitee without the Indemnitor’ s prior written consent (which consent shall not of Labcorp. If the Indemnifying Party makes any payment on any Third-Party Claim or in respect of any Environmental Claim, then the Indemnifying Party will be unreasonably withheldsubrogated, conditioned or delayed)to the extent of such payment, unless to all rights and remedies of the Indemnitee releases to any insurance benefits or other claims of the Indemnitor of such Indemnitor’s indemnification obligations Indemnitee with respect to such Third-Party Claim or Environmental Claim, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IV), or the Indemnitee and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnitee will forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and will furnish or cause to be furnished such records, Information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding the foregoing, this Section 4.04 and the following Section 4.06 will not apply to indemnification related to Tax matters. The procedures for such indemnification will be governed by the Tax Matters Agreement.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If Each Person seeking indemnification under this Article IV (the Indemnitee receives “Indemnitee”) will give prompt written notice or otherwise becomes aware that a Third Party to the Person from whom indemnification is sought (including any Governmental Authoritythe “Indemnifying Party”) has asserted of the assertion of any claim or commenced a Legal Proceeding the commencement of any Action by any third party (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then ; provided that the failure of the Indemnitee shall notify the Indemnitor to give notice as provided in writing as promptly as practicable thereafter. Any such notice shall describe the Third-this Section 4.05(a) will not relieve any Indemnifying Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article VSection 4.03, except to the extent that such failure actually prejudices the Indemnitor is actually materially prejudiced rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as a result of such promptly as reasonably practicable following the Indemnitee’s failure to give timely notice. The Indemnitee shall deliver receipt thereof, copies of all written notices and documents it receives regarding (including any court papers) received by the Indemnitee relating to the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With will provide the Indemnifying Party with such other Information with respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a such Third-Party Claim in accordance with Section 5.5(a), reasonably requested by the Indemnitor shall Indemnifying Party. The Indemnifying Party will have the right right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.05, to assume the defense of the Third-Party Claim control of, and defend against, negotiate, settle (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b4.05(b), seek to settle ) or compromise otherwise deal with such Third-Party Claim), at its expense and with its counsel; provided, that but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim by with its own counsel and at its own expense. In the Indemnitor (A) shall not, in the reasonable determination case of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or arising in connection otherwise deal with any criminal proceedingThird-Party Claim, Legal Proceeding, indictment, allocation or investigation fails to provide the Indemnitee with notice of its intent to assume control of and defend against Parent or its Affiliates shall be deemed materially adverse to Parent, and any Third-Party Claim relating within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.05(b)) or arising otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnified Parties in connection with any criminal proceedingThird-Party Claim. Notwithstanding the foregoing, Legal Proceedingparticipation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, indictmentwhich the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, allocation subject to the terms of this Article IV, such comments or investigation against New BBX Capital questions will not alter or its Affiliates shall be deemed materially adverse limit the Indemnifying Party’s obligations as set forth in this Agreement. (b) Notwithstanding anything in this Section 4.05 to New BBX Capital)the contrary, (B) shall with respect to such neither the Indemnifying Party nor the Indemnitee will, without the written consent of the other party, settle or compromise any Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in or permit a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, default or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without any judgment. Notwithstanding the applicable Indemnitee’s consentforegoing, which consent shall not be unreasonably withheld or delayed. However, of the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall will not be required to consent to entry of a judgment or a for any such settlement if it would (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit an injunctionany order, declaratory judgment, other order injunction or other non-monetary equitable relief to be entered, directly or indirectly, against any Indemnitee. the Indemnitee and (ciii) No such settlement includes an unconditional release of such Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a from all liability on claims that are the subject matter of such Third-Party Claim without and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnitee. If the Indemnitor’ s prior written consent (which consent shall not Indemnifying Party makes any payment on any Third-Party Claim or in respect of any Environmental Claim, then the Indemnifying Party will be unreasonably withheldsubrogated, conditioned or delayed)to the extent of such payment, unless to all rights and remedies of the Indemnitee releases to any insurance benefits or other claims of the Indemnitor of such Indemnitor’s indemnification obligations Indemnitee with respect to such Third-Party Claim or Environmental Claim, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IV), or the Indemnitee and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnitee will forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and will furnish or cause to be furnished such records, Information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding the foregoing, this Section 4.05 and the following Section 4.06 will not apply to indemnification for related to Tax matters. The procedures for such indemnification will be governed by the Tax Matters Agreement.

Procedures for Defense Settlement and Indemnification of Third Party Claims. A Party entitled to indemnification pursuant to this Article 6 (athe "Indemnified Party") If the Indemnitee receives notice or otherwise becomes aware that in connection with an Action initiated by a Third Party third party (including any Governmental Authority) has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectivelyAction, a “Third-"Third Party Claim”"), then the Indemnitee shall notify the Indemnitor Party obligated to indemnify it (the "Indemnifying Party") in writing writing, and in reasonable detail, of that Third Party Claim as promptly soon as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this after receipt of notice of a Third-that Third Party Claim, then the Indemnitor except that any failure to give any such notification shall not be relieved of its indemnification obligations under this Article V, affect the Indemnifying Party's obligation to indemnify the Indemnified Party except to the extent that the Indemnitor Indemnifying Party's ability to provide indemnification is actually materially prejudiced as a result of such Indemnitee’s failure to give timely noticethat failure. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Indemnifying Party Claim to the Indemnitor promptly (and may participate in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Third Party Claim (and, unless if it so chooses, assume at its expense the Indemnitor has specified defense of that Third Party Claim with counsel of its choice; provided that such counsel must be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Third Party Claim), the Indemnified Party shall also be entitled to participate in the defense of the Third Party Claim and to employ counsel, at its own expense and with its counsel; provided(subject to the foregoing sentence), separate from counsel employed by the Indemnifying Party, it being understood that the defense of such Third-Indemnifying Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against Parent or its Affiliates shall be deemed materially adverse entitled to Parent, and any Third-control that defense except as stated herein. The Indemnifying Party Claim relating to or arising in connection with any criminal proceeding, Legal Proceeding, indictment, allocation or investigation against New BBX Capital or its Affiliates shall be deemed materially adverse to New BBX Capital), (B) shall with respect to such Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay liable for the fees and expenses of one (1) counsel that employed by the Indemnitee engages Indemnified Party for any period during which the Indemnitor has Indemnifying Party did not assumed (or is prohibited from assuming) assume the defense of the Third-any Third Party Claim or as stated herein. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. In the event that a matter arises that would give rise to a claim of indemnification both by Silan against Sipex and by Sipex against Silan, then, to the extent of such overlapping claim of indemnification, Silan's obligation to indemnify Sipex shall prevail and Sipex shall not have the obligation to indemnify Silan (other than for any period in which but only to the Indemnitee did not notify the Indemnitor extent of the Third-Party Claim as required by Section 5.5(a)such overlapping claim). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If the Indemnitee receives notice or otherwise becomes aware that a Third Party Person (including any Governmental Authority) other than a Starwood Entity or a Vistana Entity has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) an Action for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then the Indemnitee shall notify the Indemnitor in writing as promptly as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the Third Party third party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article V, except to the extent that the Indemnitor is actually materially prejudiced as a result of such Indemnitee’s failure to give timely notice. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Party Claim (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Party Claim), at its expense and with its counsel; provided, however, that the defense of such Third-Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal ProceedingAction, indictment, allocation or investigation against Parent Starwood or its Affiliates shall be deemed materially adverse to ParentStarwood, and any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal ProceedingAction, indictment, allocation or investigation against New BBX Capital Vistana or its Affiliates shall be deemed materially adverse to New BBX CapitalVistana), (B) shall with respect to such a Third-Party Claim that solely seek seeks (and continue continues to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor Indemnitee of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwisenonfinancial) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If Each Person seeking indemnification under this Article IV (the Indemnitee receives “Indemnitee”) will give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or otherwise becomes aware that a the commencement of any Action by any Third Party (including any Governmental Authority) has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then Claim”); provided that the failure of the Indemnitee shall notify the Indemnitor to give notice as provided in writing as promptly as practicable thereafter. Any such notice shall describe the Third-this Section 4.04(a) will not relieve any Indemnifying Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article VSection 4.02, except to the extent that such failure actually prejudices the Indemnitor is actually materially prejudiced rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as a result of such promptly as reasonably practicable following the Indemnitee’s failure to give timely notice. The Indemnitee shall deliver receipt thereof, copies of all written notices and documents it receives regarding (including any court papers) received by the Indemnitee relating to the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With will provide the Indemnifying Party with such other Information with respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a such Third-Party Claim in accordance with Section 5.5(a), reasonably requested by the Indemnitor shall Indemnifying Party. The Indemnifying Party will have the right right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.04, to assume the defense of the Third-Party Claim control of, and defend against, negotiate, settle (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b4.04(b), seek to settle ) or compromise otherwise deal with such Third-Party Claim), at its expense and with its counsel; provided, that but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim by with its own counsel and at its own expense. In the Indemnitor (A) shall not, in the reasonable determination case of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or arising in connection otherwise deal with any criminal proceedingThird-Party Claim, Legal Proceeding, indictment, allocation or investigation fails to provide the Indemnitee with notice of its intent to assume control of and defend against Parent or its Affiliates shall be deemed materially adverse to Parent, and any Third-Party Claim relating within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b)) or arising otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnitees in connection with any criminal proceedingThird-Party Claim. Notwithstanding the foregoing, Legal Proceedingparticipation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, indictmentwhich the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, allocation subject to the terms of this Article IV, such comments or investigation against New BBX Capital questions will not alter or its Affiliates shall be deemed materially adverse limit the Indemnifying Party’s obligations as set forth in this Agreement. (b) Notwithstanding anything in this Section 4.04 to New BBX Capital)the contrary, (B) shall with respect to such neither the Indemnifying Party nor the Indemnitee will, without the written consent of the other party, settle or compromise any Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in or permit a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, default or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without any judgment. Notwithstanding the applicable Indemnitee’s consentforegoing, which consent shall not be unreasonably withheld or delayed. However, of the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall will not be required to consent to entry of a judgment or a for any such settlement if it would (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit an injunctionany order, declaratory judgment, other order injunction or other non-monetary equitable relief to be entered, directly or indirectly, against any Indemnitee. the Indemnitee and (ciii) No such settlement includes an unconditional release of such Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnitee; provided, however, that in no event will HPC Group and/or White Fiber (as Indemnifying Party) settle or compromise any Action brought by any Governmental Authority against any Indemnitee without the Indemnitor’ s prior written consent (which consent shall not of Bit Digital. If the Indemnifying Party makes any payment on any Third-Party Claim or in respect of any Environmental Claim, then the Indemnifying Party will be unreasonably withheldsubrogated, conditioned or delayed)to the extent of such payment, unless to all rights and remedies of the Indemnitee releases to any insurance benefits or other claims of the Indemnitor of such Indemnitor’s indemnification obligations Indemnitee with respect to such Third-Party Claim or Environmental Claim, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IV), or the Indemnitee and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnitee will forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and will furnish or cause to be furnished such records, Information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding the foregoing, this Section 4.04 and the following Section 4.06 will not apply to indemnification related to Tax matters. The procedures for such indemnification will be governed by the Tax Matters Agreement.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If the Indemnitee receives notice or otherwise becomes aware that a Third Party Person (including any Governmental Authority) other than a Starwood Entity or a Vistana Entity has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) an Action for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then the Indemnitee shall notify the Indemnitor in writing as promptly as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the Third Party third party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article V, except to the extent that the Indemnitor is actually materially prejudiced as a result of such Indemnitee’s failure to give timely notice. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Party Claim (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Party Claim), at its expense and with its counsel; provided, however, that the defense of such Third-Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal ProceedingAction, indictment, allocation or investigation against Parent Starwood or its Affiliates shall be deemed materially adverse to ParentStarwood, and any Third-Party Claim relating to or arising in connection with any criminal proceeding, Legal ProceedingAction, indictment, allocation or investigation against New BBX Capital Vistana or its Affiliates shall be deemed materially adverse to New BBX CapitalVistana), (B) shall with respect to such a Third-Party Claim that solely seek seeks (and continue continues to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor Indemnitee of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwisenonfinancial) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s ’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) If Each Person seeking indemnification under this Article IV (the Indemnitee receives “Indemnitee”) will give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or otherwise becomes aware that a the commencement of any Action by any Third Party (including any Governmental Authority) has asserted any claim or commenced a Legal Proceeding (other than claims or Legal Proceedings relating to Taxes, to the extent such claim or Legal Proceeding, or the indemnification therefor, is governed by the Tax Matters Agreement) for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then Claim”); provided that the failure of the Indemnitee shall notify the Indemnitor to give notice as provided in writing as promptly as practicable thereafter. Any such notice shall describe the Third-this Section 4.04(a) will not relieve any Indemnifying Party Claim in reasonable detail and include any relevant written correspondence from the Third Party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article VSection 4.02, except to the extent that such failure actually prejudices the Indemnitor is actually materially prejudiced rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as a result of such promptly as reasonably practicable following the Indemnitee’s failure to give timely notice. The Indemnitee shall deliver receipt thereof, copies of all written notices and documents it receives regarding (including any court papers) received by the Indemnitee relating to the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With will provide the Indemnifying Party with such other Information with respect to any Third-Party Claim: (i) Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a such Third-Party Claim in accordance with Section 5.5(a), reasonably requested by the Indemnitor shall Indemnifying Party. The Indemnifying Party will have the right right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.04, to assume the defense of the Third-Party Claim control of, and defend against, negotiate, settle (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b4.04(b), seek to settle ) or compromise otherwise deal with such Third-Party Claim), at its expense and with its counsel; provided, that but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim by with its own counsel and at its own expense. In the Indemnitor (A) shall not, in the reasonable determination case of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or arising in connection otherwise deal with any criminal proceedingThird-Party Claim, Legal Proceeding, indictment, allocation or investigation fails to provide the Indemnitee with notice of its intent to assume control of and defend against Parent or its Affiliates shall be deemed materially adverse to Parent, and any Third-Party Claim relating within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b)) or arising otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnitees in connection with any criminal proceedingThird-Party Claim. Notwithstanding the foregoing, Legal Proceedingparticipation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, indictmentwhich the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, allocation subject to the terms of this Article IV, such comments or investigation against New BBX Capital questions will not alter or its Affiliates shall be deemed materially adverse limit the Indemnifying Party’s obligations as set forth in this Agreement. (b) Notwithstanding anything in this Section 4.04 to New BBX Capital)the contrary, (B) shall with respect to such neither the Indemnifying Party nor the Indemnitee will, without the written consent of the other party, settle or compromise any Third-Party Claim solely seek (and continue to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in or permit a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense. The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, default or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of one (1) counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitor of the Third-Party Claim as required by Section 5.5(a)). (ii) No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without any judgment. Notwithstanding the applicable Indemnitee’s consentforegoing, which consent shall not be unreasonably withheld or delayed. However, of the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or otherwise) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall will not be required to consent to entry of a judgment or a for any such settlement if it would (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit an injunctionany order, declaratory judgment, other order injunction or other non-monetary equitable relief to be entered, directly or indirectly, against any Indemnitee. the Indemnitee and (ciii) No such settlement includes an unconditional release of such Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnitee; provided, however, that in no event will Fortrea (as Indemnifying Party) settle or compromise any Action brought by any Governmental Authority against any Indemnitee without the Indemnitor’ s prior written consent (which consent shall not of Labcorp. If the Indemnifying Party makes any payment on any Third-Party Claim or in respect of any Environmental Claim, then the Indemnifying Party will be unreasonably withheldsubrogated, conditioned or delayed)to the extent of such payment, unless to all rights and remedies of the Indemnitee releases to any insurance benefits or other claims of the Indemnitor of such Indemnitor’s indemnification obligations Indemnitee with respect to such Third-Party Claim or Environmental Claim, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IV), or the Indemnitee and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnitee will forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and will furnish or cause to be furnished such records, Information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. 44 (e) Notwithstanding the foregoing, this Section 4.04 and the following Section 4.06 will not apply to indemnification related to Tax matters. The procedures for such indemnification will be governed by the Tax Matters Agreement.