|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
of the claim would exceed the indemnity hereunder, or (ii) does not provide for a full and unconditional release of the Indemnitee from all Liability with respect to such Third-Party Claim from each claimant or plaintiff in such Third-Party Claim. In the event that the Indemnifying Party does not timely elect to assume and control the defense of the subject Third-Party Claim, or is not permitted to do so pursuant to Section 10.3(e) above, then the Indemnitee may conduct and control, through counsel of its own choosing, the defense of, and with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), admit any Liability, compromise or settle, the subject Third-Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnitee such assistance and materials as may be reasonably requested by the Indemnitee. Under no circumstances will the Indemnifying Party have any Liability in connection with any settlement of any Third-Party Claim that is entered into without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). All the parties hereto will reasonably cooperate in the defense or prosecution of such Third-Party Claim, and the controlling party shall keep the other party reasonably informed as to the status of such Third-Party Claim or any compromise or settlement offer thereof. Such cooperation will include the retention and (upon the Indemnifying Partys request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, subject to the execution of a mutually satisfactory joint defense agreement, and making employees and other Representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
(g) The indemnification provisions of this Article X (i) shall apply without regard to, and shall not be subject to, any limitation by reason of set-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any requirements of Law concerning prominence of language or waiver of any legal right under any Law.
(h) In the event any Indemnitee should have a claim against an Indemnifying Party that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnitee, the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing in reasonable detail the facts giving rise to the claim for indemnification hereunder (to the extent then known) and shall include in such notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. The failure by any Indemnitee so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to such Indemnitee, except to the extent that the Indemnifying Party demonstrates that it has been materially and adversely prejudiced as a result of such failure.
(i) After the giving of any notice of indemnification claim pursuant to this Article X, the amount of indemnification to which an Indemnitee shall be entitled shall be determined: (i) by the written agreement between the Indemnitee and the Indemnifying Party; (ii) by a judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnitee and the Indemnifying Party shall agree. All amounts due to the Indemnitee as so finally determined shall be paid by wire transfer within ten (10) days after such final determination.