Common use of Assumption of Defense of a Third-Party Claim Clause in Contracts

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 in respect of a Third-Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and (ii) contains, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an unconditional release of each Indemnified Party from any and all Liabilities in respect of such Third-Party Claim.

Assumption of Defense of a Third-Party Claim. Upon receipt of a written notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 7.04(a) in respect of a Third-Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty fifteen (2015) Business Days of the receipt of such notice of such Third-Third Party ClaimClaim (or such lesser number of days set forth in such notice as may be required by court proceedings in the event of a litigated matter), assume the defense and control of any Third-Third Party Claim, with its own counsel (reasonably acceptable to the Indemnified Party) and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Third Party Claim with its own counsel and at its own expense (subject to expense; provided, that notwithstanding the Indemnifying Party agreeing in writing that it is obligated to indemnify foregoing, the Indemnified Party pursuant toshall be entitled to retain or assume, as applicable, the defense and subject to control of any Third Party Claim and hire its own counsel (and the limitations set forth in, this Article 8);provided, howeverreasonable fees and expenses of such counsel shall be borne by the Indemnifying Party) if (i) after assuming the defense and control of such Third Party Claim, the Indemnifying Party fails to actively and diligently pursue such Third Party Claim (after the Indemnified Party has notified the Indemnifying Party of such failure and the Indemnifying Party does not cure such failure within twenty (20) Business Days following receipt of such notice) or the Indemnifying Party withdraws from such defense or (ii) such Third Party Claim does not involve only monetary damages, is a criminal or quasi-criminal action or seeks any material injunction or other material equitable relief against any Indemnified Party; provided, further, that if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and, in the reasonable judgment of counsel to the Indemnified Party, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnified Party shall not be entitled to assume participate in the defense with one separate counsel (unless otherwise agreed to and one additional separate local counsel in writing by each applicable jurisdiction) at the Indemnified Party) expense of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) only involves the payment of monetary damages and does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and (ii) containsdoes not involve injunctive or other equitable relief, and the Indemnifying Party shall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party from any and all Liabilities liabilities in respect of such Third-Third Party Claim.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party Person pursuant to Section 8.3.1 8.4(a) in respect of a Third-Party ClaimClaim (other than a Tax Claim or proceeding arising therefrom, which shall be governed by the provisions of Article VII) the Indemnifying Party Person may, by notice to the Indemnified Party Person delivered within twenty (20) 30 Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party Person a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8expense. The Indemnifying Party Person shall not, without the prior written consent of the Indemnified Party Person (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party Person, and (ii) containsthe Indemnifying Person shall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party Person from any and all Liabilities in respect of such Third-Party Claim. If the Indemnifying Person does not assume the defense and control of any such Third-Party Claim, the Indemnified Person, subject to Section 8.4(d), may defend the same in such manner as it may deem appropriate. This Section 8.4(c) and Section 8.4(d) do not apply to Third-Party Claims relating to Tax Claims or proceedings arising therefrom, which shall be governed by the provisions of Article VII.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 17.04(a) in respect of a Third-Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty thirty (2030) Business Days of the receipt of notice of such Third-Third Party Claim, assume the defense and control of any Third-Third Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party to have a reasonable opportunity to participate in the defense of such Third-Third Party Claim with its own counsel and at its own expense (subject to the expense. The Indemnifying Party agreeing in writing that it is obligated to indemnify shall be liable for the fees and expenses of counsel employed by the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Partyi) of for any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for period during which the Indemnifying Party can be liable pursuant to this Article 8has not assumed the defense of a Third Party Claim and (ii) in connection with any claim where, based on the advice of outside counsel, a conflict in interest between the Indemnifying Party and the Indemnified Party exists. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment provides only for the payment of monetary damages (iand does not impose any injunctive relief or otherwise impose any conditions or restrictions on the Indemnified Party) and does not involve any finding or admission of any violation of Law or rights of any Person, admission of any wrongdoing wrongdoing, fault or culpability by the Indemnified Party, and the Indemnifying Party and (ii) containsshall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party from any and all Liabilities liabilities in respect of such Third-Third Party Claim. If the Indemnifying Party is controlling a defense of a Third Party Claim in accordance with this Article XVII and fails to defend diligently the action or proceeding after notifying the Indemnified Party of its assumption of the defense of such Third Party Claim, the Indemnified Party may assume such defense, and the reasonable and documented fees of its attorneys will be covered by the indemnity provided for in this Article XVII upon determination of the Indemnifying Party’s indemnity obligations. Notwithstanding anything to the contrary in this Section 17.04, the Indemnified Party (and not the Indemnifying Party) shall have the exclusive right to assume the defense and control of any Third Party Claim if (A) the Indemnified Party in good faith determines that the nature of the Third Party Claim is such that it would reasonably be expected to involve criminal liability being imposed on any Indemnified Party or its Affiliates, (B) such Third Party Claim seeks an injunction or other equitable relief against any Indemnified Party or (C) such Third Party Claim is initiated by a Governmental Authority; provided that if such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party that can be separated from a related claim for money damages, the Indemnifying Party may only be entitled to assume control of the defense of such Third Party Claim for money damages.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 8.4(a) (Claims Procedure) in respect of a Third-Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party Party’s Representative delivered within twenty (20) Business Days of the receipt of notice of such Third-Third Party Claim, assume the defense and control of any Third-Third Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Third Party Claim with its own counsel and at its own expense (subject to expense. If the Indemnifying Party agreeing in writing that it is obligated does not elect to indemnify assume the defense and control of such Third Party Claim within twenty (20) Business Days’ after receipt of notice thereof, the Indemnified Party pursuant toshall have the right to undertake the defense against or consent to a settlement, compromise or discharge of, or entry of a judgment (each a “Consent”) arising from such Third Party Claim; provided however that the Indemnified Party shall provide the Indemnifying Party (i) upon the Indemnifying Party’s prior written request with reasonable periodic updates (not to exceed once a month unless the parties agree to more frequent updates in light of developments in respect of such Third Party Claim) with respect to material developments in respect of such Third Party Claim), and subject (ii) with a second opportunity to assume the defense and control of such Third Party Claim within a reasonable time period (not to exceed thirty (30) Business Days) prior to finalizing the terms of any such Consent by providing the Indemnifying Party with notice of such proposed Consent together with the information contemplated by Section 8.4(a) in respect of the initial notice of a Third Party Claim updated as appropriate to the limitations set forth in, this Article 8);provided, however, date of such notice (in which case the Indemnifying Party shall not be entitled allow the Indemnified Party a reasonable opportunity to assume participate in the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together such Third Party Claim with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8its own counsel and at its own expense). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not provide for any injunctive or other non-monetary relief adversely affecting any member of the Purchasers’ Group and does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party, and the Indemnifying Party and (ii) containsshall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an unconditional release of each Indemnified Party from any and all Liabilities liabilities in respect of such Third-Third Party Claim, provided, however, that, for the avoidance of doubt, in the event the Indemnifying Party agrees to any settlement of any Third Party Claim, any amounts due pursuant to any such settlement shall be deemed to be Losses for which the Indemnified Party shall be entitled to indemnification in accordance with, and subject to the limitations of, to this Article VIII (Survival; Indemnification; Certain Remedies).

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 9.04(a) in respect of a Third-Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty thirty (2030) Business Days of the receipt of notice of such Third-Third Party Claim, assume the defense and control of any Third-Third Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party to have a reasonable opportunity to participate in the defense of such Third-Third Party Claim with its own counsel and at its own expense (subject to the expense. The Indemnifying Party agreeing in writing that it is obligated to indemnify shall be liable for the fees and expenses of counsel employed by the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified PartyA) of for any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for period during which the Indemnifying Party can be liable pursuant to this Article 8has not assumed the defense of a Third Party Claim and (B) in connection with any claim where, based on the advice of outside counsel, a conflict in interest between the Indemnifying Party and the Indemnified Party exists. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment provides only for the payment of monetary damages (iand does not impose any injunctive relief or otherwise impose any conditions or restrictions on the Indemnified Party) and does not involve any finding or admission of any violation of Law or rights of any Person, admission of any wrongdoing wrongdoing, fault or culpability by the Indemnified Party, and the Indemnifying Party and (ii) containsshall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party from any and all Liabilities liabilities in respect of such Third-Third Party Claim. If the Indemnifying Party is controlling a defense of a Third Party Claim in accordance with this Article IX and fails to defend diligently the action or proceeding after notifying the Indemnified Party of its assumption of the defense of such Third Party Claim, the Indemnified Party may assume such defense, and the reasonable and documented fees of its attorneys will be covered by the indemnity provided for in this Article IX upon determination of the Indemnifying Party’s indemnity obligations. Notwithstanding anything to the contrary in this Section 9.04, the Indemnified Party (and not the Indemnifying Party) shall have the exclusive right to assume the defense and control of any Third Party Claim if (A) the Indemnified Party in good faith determines that the nature of the Third Party Claim is such that it would reasonably be expected to involve criminal liability being imposed on any Indemnified Party or its Affiliates or (B) such Third Party Claim seeks an injunction or other equitable relief against any Indemnified Party; provided that if such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party that can be separated from a related claim for money damages, the Indemnifying Party may only be entitled to assume control of the defense of such Third Party Claim for money damages.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 in respect of a Third-Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Third- Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and (ii) contains, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an unconditional release of each Indemnified Party from any and all Liabilities in respect of such Third-Party Claim.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party Person pursuant to Section 8.3.1 8.4(a) in respect of a Third-Party Claim, the Indemnifying Party Person may, by notice to the Indemnified Party Person delivered within twenty thirty (2030) Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party Person a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8expense. The Indemnifying Party Person shall not, without the prior written consent of the Indemnified Party Person (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party Person, and (ii) containsthe Indemnifying Person shall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party Person from any and all Liabilities in respect of such Third-Party Claim. If the Indemnifying Person does not assume the defense and control of any such Third-Party Claim, the Indemnified Person, subject to Section 8.4(d), may defend the same in such manner as it may deem appropriate.

Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Party Person pursuant to Section 8.3.1 8.4(a) in respect of a Third-Party Claim, the Indemnifying Party Person may, except in the event of an Indemnifying Person Conflict, by notice to the Indemnified Party Person delivered within twenty (20) 30 Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its the Indemnifying Person’s own counsel and at its the Indemnifying Person’s own expense, but shall allow the Indemnified Party Person a reasonable opportunity to participate in the defense of such Third-Party Claim with its the Indemnified Person’s own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8Person’s own expense. The Indemnifying Party Person shall not, without the prior written consent of the Indemnified Party Person (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party Person. If the Indemnifying Person does not assume the defense and (ii) contains, as a condition control of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an unconditional release of each Indemnified Party from any and all Liabilities in respect of such Third-Party Claim., the Indemnified Person, subject to Section 8.4(d), may defend the same in such manner as the Indemnified Person may deem appropriate. For purposes of the

Assumption of Defense of a Third-Party Claim. (i) Upon receipt of a notice of a claim for indemnity from an Indemnified Party Person pursuant to Section 8.3.1 8.4(a) in respect of a Third-Party Claim, the Indemnifying Party Person may, by notice to the Indemnified Party Person delivered within twenty (20) 30 Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party Person a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject which shall not constitute a Loss); provided, however, that the Indemnifying Person shall pay the reasonable fees and expenses of separate outside counsel to the Indemnified Person if (i) so requested by the Indemnifying Person to participate, (ii) the named parties to any such Action (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the Indemnified Person shall have been advised in writing by its outside counsel that there may be one or more legal defenses available to the Indemnified Person that are different from, or in addition to, those available to the Indemnifying Party agreeing Person or (iii) outside counsel to the Indemnified Person shall have advised the Indemnified Person in writing that it is obligated to indemnify a conflict or potential conflict exists between the Indemnified Party pursuant to, Person and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party Person that would make joint representation inappropriate; provided, further, that the Indemnifying Person shall not be entitled required to assume pay for more than one such counsel (plus local counsel, if and to the defense extent applicable) for all Indemnified Persons in connection with any Third-Party Claim. SC1:3314648.6 (unless otherwise agreed to in writing by the Indemnified Partyii) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8. The Indemnifying Party Person shall not, without the prior written consent of the Indemnified Party Person (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party Person, and (ii) containsthe Indemnifying Person shall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an a complete and unconditional release of each Indemnified Party Person from any and all Liabilities in respect of such Third-Party Claim. If the Indemnifying Person does not assume the defense and control of any such Third-Party Claim, the Indemnified Person, subject to Section 8.4(d), may defend the same in such manner as it may deem appropriate. (iii) If the Indemnifying Person elects not to assume the defense and control of any Third-Party Claim or fails to notify the Indemnified Person of its election as herein provided, the Indemnified Person may defend against, negotiate, settle or otherwise deal with such Third-Party Claim in accordance with the other provisions of this Article VIII; provided, that the Indemnified Person shall keep the Indemnifying Person reasonably apprised of the status of such Third-Party Claim and use reasonable efforts to allow the Indemnifying Person to participate therein at its own expense; provided, further, that the Indemnified Person shall not settle, compromise or consent to the entry of any judgment with respect to any such Third-Party Claim, or admit to any liability with respect to such Third-Party Claim, without the prior written consent of the Indemnifying Person, such consent not to be unreasonably withheld, conditioned or delayed.