The ​ shall give Purchaser notice of any claim for which the ​ plans to seek indemnification pursuant to this Section and shall consult with Purchaser prior to settling such claim.

TheSeller shall give ​ prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and ​ has the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Seller within sixty (60) days of receipt of Seller’s written notice. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in any such defense assumed by ​ it may do so at its sole cost and expense; provided that ​ shall give Purchaser notice ofbe entitled to control any claim for which thesuch defense. If ​ plansfails to seek indemnificationassume any such defense, it shall be liable to the extent provided under Section 9.2(a) for all reasonable costs and expenses of defending such claim as and when incurred by Seller, including reasonable fees and disbursements of counsel, in the event it is ultimately determined by Order of a competent court that ​ is liable for such claim pursuant to the terms of this SectionAgreement. No party shall, without the prior written consent of the other party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other party or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other party and shall consult with Purchaser prior to settlingSubsidiaries and Affiliates thereof for any liability arising out of such claim.claim or demand.