Third Party Claim Procedures. In the event of a Third-Party Claim involving Damages under Section 9.3, and for so long as any portion of the Escrow Fund shall remain in place for the payment of Damages in connection with General Indemnity Matters or Specific Indemnity Matters, as applicable, the following terms and conditions shall apply: (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the Shareholders' position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, Acquiror shall give the Shareholders' Representative written notice thereof together with a copy of such claim, process or other legal pleading, and the Shareholders' Representative shall have the right to undertake the defense thereof by representatives of its own choosing (subject to approval of such representatives by Acquiror which consent shall not be unreasonably withheld) and at its own expense; provided that Acquiror may participate in the defense with counsel of its own choice, the fees and expenses of which counsel shall be paid by Acquiror. If the named parties to any such action (including any impleaded parties) include both any of the Shareholders and Acquiror, and Acquiror has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Shareholders and that joint representation would be inappropriate under applicable standards of professional conduct, then if Acquiror informs the Shareholders' Representative in writing that it elects to employ separate counsel, the fees and expenses of such counsel shall be at the expense of the Shareholders' Representative (through means of the Escrow Fund), and the Shareholders' Representative shall not have the right to assume the defense of such action on behalf of Acquiror (it being understood, however, that Shareholders' Representative shall not, in connection with any one such action or separate but substantially similar related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for Acquiror, which firm shall be designated in writing by Acquiror and it further being understood and agreed that Acquiror may not settle any such action without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld). (b) In the event that the Shareholders' Representative, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, Acquiror will (upon further notice to the Shareholders' Representative) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of Shareholders (through means of the Escrow Fund with all costs and expenses of Acquiror being Damages to the extent provided in Section 9.3), subject to the right of the Shareholders' Representative to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (c) Notwithstanding the foregoing, the Shareholders' Representative shall not settle any claim without the consent of Acquiror unless such settlement involves only the payment of money and the claimant provides to Acquiror a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Shareholders' Representative shall not settle the claim without the prior written consent of Acquiror. (d) In the event the Shareholders Representative assumes the defense of any Third-Party Claim, it shall be conclusively established that such Third-Party Claim is subject to indemnity from the Escrow Fund for Damages as provided in Section 9, and Shareholders' Representative shall submit all costs and expenses incurred in connection therewith to Acquiror on a monthly basis for reimbursement, and Acquiror shall make such reimbursement to the extent of the then remaining Escrow Fund, payable in cash (which amounts shall be considered as Damages), and Shareholder's Representative and Acquiror shall cooperate in providing joint written instructions to the Escrow Agent to such effect. (e) The failure of Acquiror to give timely notice to Shareholders' Representative as provided in Section 9.6(a) above will not relieve the Shareholders of any liability (through means of the Escrow Fund) for Damages, except to the extent that the Shareholders' Representative demonstrates that the Shareholders' Representative's defense of such action is prejudiced by Acquiror's failure to give such timely notice. (f) Acquiror and Shareholders' Representative will each cooperate with all reasonable requests of the other.
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Third Party Claim Procedures. In the event of a Third-Party Claim involving Damages under Section 9.3, and for so long as any portion of the Escrow Fund shall remain in place for the payment of Damages in connection with General Indemnity Matters or Specific Indemnity Matters, as applicable, the following terms and conditions shall apply:
(a) Within 20 days (or such earlier time as might be required to avoid prejudicing the Shareholders' Shareholder's position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, Acquiror Harold's shall give the Shareholders' Representative Shareholder written notice thereof together with a copy of such claim, process or other legal pleading, and the Shareholders' Representative Shareholder shall have the right to undertake the defense thereof by representatives of its own choosing (subject to approval of such representatives by Acquiror Harold's which consent shall not be unreasonably withheld) and at its own expense; provided that Acquiror Harold's may participate in the defense with counsel of its own choice, the fees and expenses of which counsel shall be paid by AcquirorHarold's. If the named parties to any such action (including any impleaded parties) include both any of the Shareholders Shareholder and AcquirorHarold's, and Acquiror Harold's has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Shareholders Shareholder and that joint representation would be inappropriate under applicable standards of professional conduct, then if Acquiror Harold's informs the Shareholders' Representative Shareholder in writing that it elects to employ separate counsel, the fees and expenses of such counsel shall be at the expense of the Shareholders' Representative (through means of the Escrow Fund)Shareholder, and the Shareholders' Representative Shareholder shall not have the right to assume the defense of such action on behalf of Acquiror Harold's (it being understood, however, that Shareholders' Representative Shareholder shall not, in connection with any one such action or separate but substantially similar related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for AcquirorHarold's, which firm shall be designated in writing by Acquiror Harold's and it further being understood and agreed that Acquiror Harold's may not settle any such action without the prior written consent of the Shareholders' RepresentativeShareholder, which consent shall not be unreasonably withheld).
(b) In the event that the Shareholders' RepresentativeShareholder, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, Acquiror Harold's will (upon further notice to the Shareholders' RepresentativeShareholder) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of Shareholders Shareholder (through means of the Escrow Fund with all costs and expenses of Acquiror Harold's being Damages to the extent provided in Section 9.310.2), subject to the right of the Shareholders' Representative Shareholder to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof.
(c) Notwithstanding the foregoing, the Shareholders' Representative Shareholder shall not settle any claim without the consent of Acquiror Harold's unless such settlement involves only the payment of money and the claimant provides to Acquiror Harold's a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Shareholders' Representative Shareholder shall not settle the claim without the prior written consent of AcquirorHarold's.
(d) In the event the Shareholders Representative Shareholder assumes the defense of any Third-Party Claim, it shall be conclusively established that such Third-Party Claim is subject to indemnity from the Escrow Fund for Damages as provided in Section 9, and Shareholders' Representative shall submit all costs and expenses incurred in connection therewith to Acquiror on a monthly basis for reimbursement, and Acquiror shall make such reimbursement to the extent of the then remaining Escrow Fund, payable in cash (which amounts shall be considered as Damages), and Shareholder's Representative and Acquiror shall cooperate in providing joint written instructions to the Escrow Agent to such effect10.
(e) The failure of Acquiror to give timely notice to Shareholders' Representative as provided in Section 9.6(a) above will not relieve the Shareholders of any liability (through means of the Escrow Fund) for Damages, except to the extent that the Shareholders' Representative demonstrates that the Shareholders' RepresentativeHarold's defense of such action is prejudiced by Acquiror's failure to give such timely notice.
(f) Acquiror and Shareholders' Representative Shareholder will each cooperate with all reasonable requests of the other.
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