Promptly upon receipt by Parent or Seller (as the case may be) of notice of the assertion of any claim in respect to which indemnity may be sought against the indemnifying party (the “ Indemnifying Party ”) pursuant to this Section 10, the indemnified party (the “ Indemnified Party ”) shall promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that, the Indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, in the event any of the Parent Indemnitees are the Indemnified Party, such Parent Indemnitee may assume control of the defense of the applicable claim if the claim (a) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (b) primarily seeks an injunction or equitable relief against the Indemnified Party and such request for an injunction or equitable relief is not incidental or secondary to the underlying claim for relief, provided that the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (such written consent will not be withheld or delayed unreasonably). In addition, in the event that the Indemnifying Party fails to assume the defense of any such claim or a court of competent jurisdiction, upon petition by the Indemnified Party, determines that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim, then the Indemnified Party shall have the right to defend any such claim and such Indemnified Party’s costs and expenses associated with such defense shall constitute indemnifiable Losses.