Rights of Indemnifying Party. A. Each indemnified party hereunder agrees that within five (5) calendar days following the issuance of any notice from any taxing authority of a Tax assessment or deficiency resulting from any DCL recapture in connection with which a claim for indemnification under this Tax Agreement might be made (a "Claim"), it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party falls to notify the indemnifying party in sufficient time to permit the indemnifying party to defend against such matter and to make a timely response thereto. B. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Claim with respect to which they are called upon to indemnify the indemnified party; provided, that notice of the intention so to contest shall be delivered by the indemnifying party to indemnified party within 10 days after the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. C. If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Claim, or any cross-complaint against any Person, and the indemnifying party will reimburse the indemnified party for any expenses it incurs by so cooperating. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons asserting any Claim the indemnified party or conferences with representatives of or counsel for such Persons. D. The indemnified party shall take no action which would prejudice the indemnifying party's defense of the matter giving rise to the Claim. E. The indemnified party shall have no right to recover from any other party hereto any losses, costs, expenses, or damages arising under or in connection with this Tax Agreement any amount in excess of actual damages, court costs, and reasonable attorney fees, suffered by such party. Each indemnified party waives any right to recover punitive, special, exemplary, and consequential damages arising under or in connection with this Tax Agreement.
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Rights of Indemnifying Party. A. Each indemnified party hereunder agrees that within five (5) calendar days following In the issuance of any notice from any taxing authority case of a Tax assessment or deficiency resulting Third Party Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim and shall also have 15 days from any DCL recapture in connection with which receipt of a claim for indemnification under this Tax Agreement might be made (a "Claim")Claim Notice to elect, it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party falls to notify the indemnifying party in sufficient time to permit the indemnifying party to defend against such matter and to make a timely response thereto.
B. The indemnifying party shall be entitled at its cost option, to assume and control the defense of, at its own expense to contest and defend by all appropriate legal proceedings any Claim with respect to which they are called upon to indemnify the indemnified party; provided, that notice of the intention so to contest shall be delivered by the indemnifying party to indemnified party within 10 days after the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense.
C. If requested by the indemnifying partychoosing, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the such Third Party Claim, or and shall be entitled to assert any cross-complaint against any Person, and the indemnifying party will reimburse the indemnified party for any expenses it incurs by so cooperating. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons asserting any Claim the indemnified party or conferences with representatives of or counsel for such Persons.
D. The indemnified party shall take no action which would prejudice the indemnifying party's defense of the matter giving rise defences available to the Claim.Indemnified Party to the fullest extent permitted by Applicable Law, provided that:
E. The indemnified party shall have no right to recover from any other party hereto any losses, costs, expenses, or damages arising under or i. in connection with the election to assume and control the defense of such Third Party Claim, the Indemnifying Party irrevocably acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms of this Tax Agreement Article 6 with respect to such Third Party Claim;
ii. the amount of Damages claimed under such Third Party Claim, together with the aggregate amount of Damages claimed under all other outstanding Claims by the Indemnified Party and all Damages paid to date pursuant to this Article 6 to the Indemnified Party, do not exceed the applicable monetary limitation set forth in Section 6.5;
iii. it does not relate to Taxes of the Indemnified Party;
iv. if the named parties in any amount Third Party Claim include both the Indemnified Party and the Indemnifying Party, representation by the same counsel would, in excess the judgment of the Purchaser Indemnified Party or the Vendor Indemnified Party, as applicable, still be appropriate notwithstanding any actual damagesor potential differing interests between them (including the availability of different defences);
v. legal counsel chosen by the Indemnifying Party to defend the Third Party Claim is satisfactory to the Indemnified Person, court costsacting reasonably; and vi. the Indemnifying Party, from time to time, at the request of the Indemnified Party provides reasonable assurance to the Indemnified Party of the Indemnifying Party's financial capacity to defend such Third Party Claim and reasonable attorney fees, suffered by such party. Each indemnified party waives any right to recover punitive, special, exemplary, and consequential damages arising under or provide indemnification in connection with this Tax Agreementrespect thereof.
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